Exhibit
4.2


 




 





SERIES 2003-1

SUPPLEMENTAL INDENTURE OF TRUST


 


 


by and between


 


 


GMAC
EDUCATION LOAN FUNDING TRUST-I


 


 


and


 


 


ZIONS
FIRST NATIONAL BANK,


as Indenture Trustee


 


 


Authorizing the Issuance
of:


 


$220,000,000

GMAC Education Loan Funding Trust-I

GMAC ELF Student Loan Asset-Backed Notes

Series 2003-1


 


 


Dated as of March 1,
2003




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  
	
  DEFINITIONS AND USE OF
  PHRASES

  
	
   

  
	
  ARTICLE II

  
	
   

  	
   

  
	
  SERIES 2003-1 NOTE
  DETAILS, FORM OF SERIES 2003-1 NOTES, REDEMPTION OF

  SERIES 2003-1 NOTES AND USE OF PROCEEDS OF SERIES 2003-1 NOTES

  
	
   

  
	
  Section 2.01.

  	
  Series 2003-1
  Note Details

  
	
  Section
  2.02.

  	
  Redemption
  of the Series 2003-1 Notes

  
	
  Section 2.03.

  	
  Delivery of
  Series 2003-1 Notes

  
	
  Section 2.04.

  	
  Trustee’s
  Authentication Certificate

  
	
  Section
  2.05.

  	
  Deposit
  of Series 2003-1 Note Proceeds

  
	
  Section
  2.06.

  	
  Forms
  of Series 2003-1 Notes

  
	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  
	
  ACCOUNTS

  
	
   

  
	
  Section 3.01.

  	
  2003-1 Acquisition
  Account

  
	
  Section 3.02.

  	
  2003-1 Capitalized
  Interest Account

  
	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  
	
  GENERAL PROVISIONS

  
	
   

  
	
  Section 4.01.

  	
  Date of Execution

  
	
  Section 4.02.

  	
  Laws Governing

  
	
  Section 4.03.

  	
  Severability

  
	
  Section 4.04.

  	
  Exhibits and Appendices

  
	
  Section 4.05.

  	
  Limitation of
  Liability of the Delaware Trustee

  
	
   

  	
   

  
	
  ARTICLE V

  
	
   

  
	
  APPLICABILITY OF INDENTURE

  
	
   

  
	
  APPENDIX A 

  	
  CERTAIN TERMS AND
  PROVISIONS OF THE AUCTION RATE SECURITIES

  
	
  EXHIBIT A-1 

  	
  FORM OF SENIOR AUCTION
  RATE SECURITIES

  
	
  EXHIBIT A-2 

  	
  FORM OF SUBORDINATE
  AUCTION RATE SECURITIES

  
	
  EXHIBIT B

  	
  SERIES 2003-1 CLOSING
  CASH FLOW PROJECTIONS

  
	
  EXHIBIT C

  	
  NOTICE OF PAYMENT DEFAULT

  
	
  EXHIBIT D

  	
  NOTICE OF CURE OF PAYMENT
  DEFAULT

  
	
  EXHIBIT E

  	
  NOTICE OF PROPOSED CHANGE IN
  LENGTH OF ONE OR MORE AUCTION PERIODS

  



 

















 


	
  EXHIBIT F

  	
  NOTICE ESTABLISHING CHANGE
  IN LENGTH OF ONE OR MORE AUCTION PERIODS

  
	
  EXHIBIT G

  	
  NOTICE OF CHANGE IN AUCTION
  DATE

  



 


ii

















 


SERIES 2003-1
SUPPLEMENTAL INDENTURE OF TRUST


 


THIS
SERIES 2003-1 SUPPLEMENTAL INDENTURE OF TRUST (this
“Supplemental Indenture”), dated as of March 1, 2003, is by and between GMAC 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; 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 $220,000,000 of its GMAC ELF Student Loan Asset-Backed Notes,
Series 2003-1, consisting of three classes designated as Senior Class
2003-1 (the “Class A Notes”) and one class designated as Subordinate
Class 2003-1 (the “Class B Notes” and together with the Class A
Notes, the “Series 2003-1 Notes”), and it has by proper action authorized
the execution and delivery of this Supplemental Indenture; and


 


WHEREAS, the
Series 2003-1 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:


 


“Auction Rate Securities” means,
collectively, the Class A Notes and the Class B Notes.


 


“Class A Notes” means, collectively,
the Class A-1AR Notes, the Class A-2AR Notes and the Class A-3AR
Notes.


 

















 


“Class A-1AR Notes” means the
$78,000,000 GMAC Education Loan Funding Trust-I, GMAC ELF Student Loan
Asset-Backed Notes, Series 2003-1, Senior Class A-1AR Auction Rate
Securities.


 


“Class A-2AR Notes” means the
$78,000,000 GMAC Education Loan Funding Trust-I, GMAC ELF Student Loan
Asset-Backed Notes, Series 2003-1, Senior Class A-2AR Auction Rate
Securities.


 


“Class A-3AR Notes” means the
$50,000,000 GMAC Education Loan Funding Trust-I, GMAC ELF Student Loan
Asset-Backed Notes, Series 2003-1, Senior Class A-3AR Auction Rate
Securities.


 


“Class B Notes” means the $14,000,000
GMAC Education Loan Funding Trust-I, GMAC ELF Student Loan Asset-Backed Notes,
Series 2003-1, Subordinate Class B-1AR Auction Rate Securities.


 


“Closing Date” means, with respect to the
Series 2003-1 Notes, March 21, 2003.


 


“Rating Agency” means, collectively, Fitch
Ratings, Moody’s Investors Service and Standard & Poor’s Ratings
Services.


 


“Record Date” shall have the meaning set
forth in Appendix A to this Supplemental Indenture.


 


“Reserve Fund Requirement” means 1.00% of
the Class A Notes and Class B Notes Outstanding; provided, however,
that so long as any Class A Notes or Class B Notes remain Outstanding
there shall be at least $500,000 on deposit in the Reserve Fund.  Further, such percentages and amounts may be
changed upon satisfaction of the Rating Agency Condition and receipt of a
Rating Confirmation.


 


“Series 2003-1Counterparty”
shall mean Citibank, N.A.


 


“Series
2003-1 Derivative Product Agreements” shall mean, collectively, the
ISDA Master Agreement (including the schedule thereto), between the Issuer and
the Series 2003-1 Counterparty and the Assignment and Acceptance Agreement
dated March 21, 2003, among the Issuer, the Series 2003-1 Counterparty and GMAC
Commercial Holding Corporation Mortgage Corp., assigning Confirmation Nos.
M031150 and M030506 to the Issuer.


 


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


 


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.


 


2

















 


In the event that
any term or provision contained herein with respect to the Series 2003-1
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 2003-1 NOTE DETAILS,

FORM OF SERIES 2003-1 NOTES,

REDEMPTION OF SERIES 2003-1 NOTES

AND USE OF PROCEEDS OF SERIES 2003-1 NOTES


 


Section
2.01.  Series 2003-1 Note Details.  The aggregate principal amount of the Series 2003-1 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 $78,000,000 of Class A-1AR Notes, $78,000,000 of
Class A-2AR Notes, $50,000,000 of Class A-3AR Notes and $14,000,000
of Class B Notes, except for Series 2003-1 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 2003-1 Notes shall be issuable only as fully registered
notes in the Authorized Denominations. 
The Series 2003-1 Notes of each class shall each be lettered “R”
and shall be numbered separately from 1 upwards, respectively.  The Class A-1AR Notes, the
Class A-2AR Notes and the Class A-3AR Notes constitute Senior
Notes.  The Class B Notes
constitute Subordinate Notes.  The
Series 2003-1 Derivative Product Agreements constitute Senior Obligations.


 


The Class A
Notes and Class B Notes (collectively, the “Auction Rate Securities”)
shall be dated their Closing Date and shall bear interest from their Closing
Date, payable on each Payment Date (as defined in Appendix A to this
Supplemental Indenture), except that Auction Rate Securities which are reissued
upon transfer, exchange or other replacement shall bear interest from the most
recent Payment Date to which interest has been paid, or if no interest has been
paid, from the Closing Date.  The
Auction Rate Securities shall mature on June 1, 2040 (a “Stated Maturity”).  The terms of and definitions related to the
Auction Rate Securities are found in Article I hereof and Appendix A
to this Supplemental Indenture.


 


The principal of
the Series 2003-1 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 2003-1 Notes.  Payment of
interest and principal paid subject to a redemption on any Series 2003-1
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 2003-1 Notes not less than 10 days 


 


3

















 


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 2003-1 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 2003-1 Notes shall be made in
lawful money of the United States of America.


 


(a)                                  Except
as otherwise provided in this Section, the Series 2003-1 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 2003-1 Note shall be registered
in the name of CEDE & CO., as the nominee of The Depository Trust
Company.  Except as provided in
subsection (d) of this Section, the Series 2003-1 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 2003-1 Notes; (ii) the
delivery to any Agent Member, beneficial owner of the Series 2003-1 Notes or
other Person, other than the Securities Depository, of any notice with respect
to the Series 2003-1 Notes; or (iii) the payment to any Agent Member,
beneficial owner of the Series 2003-1 Notes or other Person, other than the
Securities Depository, of any amount with respect to the principal of or
interest on the Series 2003-1 Notes.  So
long as the certificates for the Series 2003-1 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 2003-1 Notes for all purposes whatsoever, including, without
limitation, (A) the payment of principal of and interest on such Series
2003-1 Notes, (B) giving notices of redemption and other matters with
respect to such Series 2003-1 Notes, and (C) registering transfers with
respect to such Series 2003-1 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 2003-1 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


 


4

















 


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 2003-1 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
2003-1 Notes as provided below.  In
addition, the Issuer may determine at any time that the Series 2003-1 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 2003-1 Notes.  In such event, the
Issuer shall execute and the Indenture Trustee shall authenticate and deliver
certificates representing the Series 2003-1 Notes as provided below.  Certificates for the Series 2003-1 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 2003-1 Notes to the Persons in whose
names such Notes are so registered.


 


Section
2.02.  Redemption of the Series 2003-1 Notes.


 


(a)                                  Mandatory Redemption.  Subject to the provisions of
Section 2.02(c), the Series 2003-1 Notes are subject to mandatory
redemption, in whole or in part, at a redemption price equal to the principal
balance being redeemed plus accrued interest to the date fixed for redemption (i) on
the first Interest Payment Date after October 15, 2003 from amounts
remaining on deposit in the 2003-1 Acquisition Account on October 1, 2003
representing proceeds of the Series 2003-1 Notes not used to acquire
Student Loans, (ii) unless otherwise directed in a Supplemental Indenture,
on the first Payment Date occurring each month for the Senior Notes (subject to
Section 2.02(c)(ii)) from amounts remaining on deposit in the 2003-1
Acquisition Account representing Recoveries of Principal and (iii) on the
first Payment Date occurring each month for the Senior Notes (subject to
Section 2.02(c)(ii)) that the Value of the Trust Estate is less than 101.5% of
the Value of the Senior Notes and Subordinate Notes then Outstanding or 104% of
the Value of the Senior Notes then Outstanding as certified to the Indenture
Trustee in an Issuer Order upon which Issuer Order the Indenture Trustee may
conclusively rely (or such other ratio as specified by the Issuer in a notice
to the Indenture Trustee accompanied by a Rating Agency Confirmation), from
moneys on deposit in the Revenue Fund after all other required payments have
been made and amounts transferred pursuant to Section 3.02, until such
percentages are reached.


 


5

















 


(b)                                 Optional Redemption or Purchase.


 


(i)                                     Optional Redemption or Purchase of Series 2003-1
Notes.  Subject to the
provisions of Section 2.02(c), the Series 2003-1 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 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 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) to be given by
mailing a copy of the notice by first-class mail to the Noteholder of any
Series 2003-1 Notes, the Administrator, the Calculation Agent and the
Auction Agent, 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
date of such Series 2003-1 Notes for which no such failure or defect
occurs.


 


(c)                                  Partial Redemption.


 


(i)                                     If
less than all of the Series 2003-1 Notes are to be redeemed or purchased
pursuant to Section 2.02(a), the Class of Series 2003-1 Notes to be
redeemed or purchased shall be redeemed or purchased on a monthly basis in
ascending order of Stated Maturity and, within same Stated Maturities, from the
Series 2003-1 Note with the earliest Payment Date during the month, subject to
Section 2.02(c)(ii).  If two or
more Classes of Series 2003-1 Notes have the same Stated Maturity and the same
Payment Date, such Series 2003-1 Notes shall be redeemed on a pro rata basis among
or between such Classes, subject to Section 2.02(c)(ii).


 


(ii)                                  All
of the Class A Notes shall be redeemed prior to redemption of any
Class B Notes; provided, however, upon the Indenture Trustee’s receipt of
an 


 


6

















 


Issuer Order certifying that the ratio of the Value of
the Trust Estate to the Value of the Notes then Outstanding exceeds 101.5% and
the ratio of the Value of the Trust Estate to the Value of the Senior Notes
then Outstanding exceeds 104%, or such other percentages that satisfy the
Rating Agency Condition, the Indenture Trustee shall redeem Class B Notes
while Class A 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 Class B Notes.  The Indenture Trustee may conclusively rely
upon such certification without duty to know, determine or further examine such
Issuer Order.


 


(iii)                               If
less than all of the Notes of any class of the Series 2003-1 Notes are to
be redeemed, the Series 2003-1 Notes to be redeemed shall be selected by
lot in such manner as the Indenture Trustee shall determine.  In the event of a redemption pursuant to
Section 2.02(a) hereof whereby funds remain in an amount below the
Authorized Denomination, such remaining funds shall be transferred to the
Revenue Fund.


 


(iv)                              In
case a Series 2003-1 Note is of a denomination larger than an Authorized
Denomination, a portion of such Note (in an Authorized Denomination) may be
redeemed.  Upon surrender of any
Series 2003-1 Note for redemption in part only, the Issuer shall execute
and the Indenture Trustee shall authenticate and deliver to the Noteholder
thereof, the cost of which shall be paid by the Issuer, a new Series 2003-1
Note or Series 2003-1 Notes of the same series, maturity and of authorized
denominations, in an aggregate principal amount equal to the unredeemed portion
of the Series 2003-1 Note surrendered.


 


Section
2.03.  Delivery of Series 2003-1 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 2003-1 Notes and deliver the Class A Notes
and the Class B Notes to The Depository Trust Company; provided, however,
prior to the delivery by the Indenture Trustee of any of the Series 2003-1
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 2003-1 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 Class A Notes
have been rated “AAA” by Fitch and S&P and “Aaa” by Moody’s; and
(ii) that the Class B Notes have been rated “A” by Fitch and S&P
and “A2” by Moody’s.


 


Section
2.04.  Trustee’s Authentication Certificate. 
The Indenture Trustee’s authentication certificate upon the
Series 2003-1 Notes shall be substantially in the forms provided in
Exhibits A-1 and A-2.  No
Series 2003-1 Note shall be secured hereby or entitled to the benefit
hereof, or shall be valid or obligatory for any purpose, unless a certificate of



 


7

















 


authentication, substantially in such form, has been duly executed by
the Indenture Trustee; and such certificate of the Indenture Trustee upon any
Series 2003-1 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 2003-1 Notes issued hereunder.


 


Section
2.05.  Deposit of Series 2003-1 Note Proceeds.  Upon the issuance and delivery of the Series 2003-1 Notes,
the Indenture Trustee shall deposit the net proceeds thereof (i.e., net of
Underwriters’ discount of $770,000):


 


(a)                                  an
amount equal to $214,737,474 shall be deposited to the 2003-1 Acquisition
Account;


 


(b)                                 an
amount equal to $2,292,526 shall be deposited to the 2003-1 Capitalized
Interest Account; and


 


(c)                                  an
amount equal to $2,200,000 shall be deposited to the Reserve Fund.


 


Section
2.06.  Forms of Series 2003-1 Notes. 
The Series 2003-1 Notes shall be in substantially the form set
forth in Exhibits A-1 and A-2 hereto, each with such variations, omissions
and insertions as may be necessary.


 


ARTICLE III



ACCOUNTS


 


Section
3.01.  2003-1 Acquisition Account. 
The Indenture Trustee is hereby directed to establish an Account within
the Acquisition Fund to be known as the “2003-1 Acquisition Account.”  The Indenture Trustee shall deposit the
proceeds described in Section 2.05(a) to the 2003-1 Acquisition Account on
the Closing Date.  All Recoveries of
Principal from the Financed Student Loans acquired with the proceeds of the
Series 2003-1 Notes shall be deposited in the 2003-1 Acquisition
Account.  Moneys in the 2003-1
Acquisition Account shall be used as described in Section 5.02 of the
Indenture and (i) to mandatorily redeem the Series 2003-1 Notes pursuant
to Section 2.02(a)(i) and (ii) hereof or (ii) as otherwise directed
in a Supplemental Indenture.


 


Section
3.02.  2003-1 Capitalized Interest Account.  The Indenture Trustee is hereby directed to establish an Account
within the Revenue Fund to be known as the “2003-1 Capitalized Interest
Account.”  The Indenture Trustee shall
deposit the proceeds described in Section 2.05(b) to the 2003-1
Capitalized Interest Account on the Closing Date.  On any date prior to January 1, 2007 moneys on deposit in the
2003-1 Capitalized Interest Account shall be transferred to the Revenue Fund by
the Indenture Trustee as needed to make the transfers described in
Sections 5.03(b)(i), (iii) and (v) of the Indenture.  On January 1, 2007, any moneys
remaining in the 2003-1 Capitalized Interest Account shall be transferred to
the 2003-1 Acquisition Account and used to mandatorily redeem Notes pursuant to
Section 2.02(a)(iii) hereof and the 2003-1 Capitalized Interest Account shall
be closed.


 


8

















 


ARTICLE IV



GENERAL PROVISIONS


 


Section
4.01.  Date of Execution.  This Supplemental Indenture for convenience and for the purpose
of reference is dated as of March 1, 2003.


 


Section
4.02.  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
Colorado.


 


Section
4.03.  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
4.04.  Exhibits and
Appendices.  The terms of
each Exhibit and Appendix attached to this Supplemental Indenture are
incorporated herein in all particulars.


 


Section
4.05.  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 V



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.


 


9

















 


IN WITNESS
WHEREOF, the Issuer and the Indenture Trustee have caused this Supplemental
Indenture to be executed by their respective Authorized Officers, to evidence
its acceptance of the trusts hereby created, has caused this Supplemental
Indenture to be executed in its name and behalf, 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, although actually executed on the dates shown in the
acknowledgments hereafter appearing.


 


	
   

  	
  GMAC EDUCATION LOAN FUNDING TRUST-I

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY, not in its individual
  capacity but solely as Delaware Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Patricia A. Evans

  
	
   

  	
   

  	
  Patricia A. Evans, Assistant Vice President

  
	
   

  	
   

  
	
   

  	
  ZIONS FIRST NATIONAL BANK, not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ David W. Bata

  
	
   

  	
   

  	
  David W. Bata, Vice President

  
				



 


10

















 


APPENDIX A



CERTAIN TERMS AND PROVISIONS OF

THE AUCTION RATE SECURITIES


 


ARTICLE I



DEFINITIONS


 


Except as provided
below in this Section, all terms which are defined in the Indenture and
Article I of this Supplemental Indenture shall have the same meanings,
respectively, in this Appendix A as such terms are given in the Indenture
and Article I of this Supplemental Indenture.  In addition, the following terms shall have the following
respective meanings:


 


“All Hold Rate” means the Applicable LIBOR
Rate less .20%; provided, that in no event shall the applicable All Hold Rate
be greater than the applicable Maximum Rate.


 


“Applicable LIBOR Rate” means, (a) for
Auction Periods of 35 days or less, One-Month LIBOR, (b) for Auction
Periods of more than 35 days but less than 91 days, Three-Month
LIBOR, (c) for Auction Periods of more than 90 days but less than
181 days, Six-Month LIBOR, and (d) for Auction Periods of more than
180 days, One-Year LIBOR.


 


“Auction” means the implementation of the
Auction Procedures on an Auction Date.


 


“Auction Agent” means the Initial Auction
Agent under the Initial Auction Agent Agreement unless and until a Substitute
Auction Agent Agreement becomes effective, after which “Auction Agent” means
the Substitute Auction Agent.


 


“Auction Agent Agreement” means the Initial
Auction Agent Agreement unless and until a Substitute Auction Agent Agreement
is entered into, after which “Auction Agent Agreement” means such Substitute
Auction Agent Agreement.


 


“Auction Agent Fee” has the meaning set
forth in the Auction Agent Agreement.


 


“Auction Date” means, initially, April 22,
2003 with respect to the Class A-1AR Notes, April 29, 2003 with respect to
the Class A-2AR Notes, May 1, 2003 with respect to the Class A-3AR Notes
and April 29, 2003 with respect to the Class B Notes, and thereafter,
the Business Day immediately preceding the first day of each Auction Period for
each respective Class, other than:


 


(a)                                  each
Auction Period commencing after the ownership of the applicable Auction Rate
Securities is no longer maintained in Book-entry Form by the Securities
Depository;


 


(b)                                 each
Auction Period commencing after and during the continuance of a Payment
Default; or


 

















 


(c)                                  each
Auction Period commencing less than two Business Days after the cure or waiver
of a Payment Default.


 


Notwithstanding
the foregoing, the Auction Date for one or more Auction Periods may be changed
pursuant to Section 2.02(h) of this Appendix A.


 


“Auction Note Interest Rate” means the
variable rate of interest per annum borne by Auction Rate Securities for each
Auction Period and determined in accordance with the provisions of
Sections 2.01 and 2.02 of this Appendix A; provided, however, that in
the event of a Payment Default, the Auction Note Interest Rate shall equal the
applicable Non-Payment Rate; provided, further, however that such Auction Note
Interest Rate shall in no event exceed the lesser of the Net Loan Rate and the
Maximum Rate.


 


“Auction Period” means the Interest Period
applicable to the Auction Rate Securities during which time the Interest Rate
is determined pursuant to Section 2.02(a) of this Appendix A, which
Auction Period (after the Initial Period for such Class) initially shall
consist generally of 28 days for the Auction Rate Securities, as the same
may be adjusted pursuant to Section 2.02(g) of this Appendix A.


 


“Auction Period Adjustment” means an
adjustment to the Auction Period as provided in Section 2.02(g) of this
Appendix A.


 


“Auction Procedures” means the procedures
set forth in Section 2.02(a) of this Appendix A by which the Auction
Rate is determined.


 


“Auction Rate” means the rate of interest
per annum that results from implementation of the Auction Procedures and is
determined as described in Section 2.02(a)(iii)(B) of this
Appendix A.


 


“Auction Rate Securities” means,
collectively, the Class A Notes and the Class B Notes.


 


“Authorized Denominations” means $50,000
and any integral multiple thereof.


 


“Available Auction Rate Securities” has the
meaning set forth in Section 2.02(a)(iii)(A)(1) of this Appendix A.


 


“Bid” has the meaning set forth in
Section 2.02(a)(i)(A) of this Appendix A.


 


“Bid Auction Rate” has the meaning set
forth in Section 2.02(a)(iii)(A) of this Appendix A.


 


“Bidder” has the meaning set forth in
Section 2.02(a)(i)(A) of this Appendix A.


 


“Bond Equivalent Yield” means, in respect
of any security the rate for which is quoted in The Wall Street Journal on a
bank discount basis, the “bond equivalent yield” (expressed as a percentage)
for such security which appears on Telerate’s United States Treasury and Money
Market Composite Page 0223, rounded up to the nearest .01%.


 


A-2

















 


“Book-Entry Form” or “Book-Entry System” means a form or system
under which (a) the beneficial right to principal and interest may be
transferred only through a book entry; (b) physical securities in registered
form are issued only to a Securities Depository or its nominee as Noteholder,
with the securities “immobilized” to the custody of the Securities Depository;
and (c) the book entry is the record that identifies the owners of
beneficial interests in that principal and interest.


 


“Broker-Dealer” means, Salomon Smith Barney
Inc. with respect to the Class A-1AR Notes, the Class A-2AR Notes and the
Class B Notes and GMAC Commercial Holding Capital Markets Corp. with
respect to the Class A-3AR Notes, or any other broker or dealer (each as
defined in the Securities Exchange Act of 1934, as amended), commercial bank or
other entity permitted by law to perform the functions required of a
Broker-Dealer set forth in the Auction Procedures that (a) is a Participant
(or an affiliate of a Participant); (b) has been appointed as such by the
Issuer pursuant to Section 2.02(f) of this Appendix A; and
(c) has entered into a Broker-Dealer Agreement that is in effect on the
date of reference.


 


“Broker-Dealer Agreements” means the
agreements between the Auction Agent and the Broker-Dealers, and approved by
the Issuer, pursuant to which the Broker-Dealers agree to participate in
Auctions as set forth in the Auction Procedures, as from time to time amended
or supplemented.  The Broker-Dealer
Agreements shall be in substantially the form of the Broker-Dealer Agreements,
each dated as of March 1, 2003, among the Issuer, Deutsche Bank Trust
Company Americas, as Auction Agent, and Salomon Smith Barney Inc. and GMAC
Commercial Holding Capital Markets Corp., respectively.


 


“Broker-Dealer Fee” has the meaning set
forth in the Auction Agent Agreement.


 


“Business Day” means any day other than a
Saturday, Sunday, holiday or day on which banks located in the City of
New York, New York, or the New York Stock Exchange, the
Indenture Trustee or the Auction Agent, are authorized or permitted by law or
executive order to close or such other date as may be agreed to in writing by
the Auction Agent, the Broker-Dealers and the Issuer.


 


“Cap Rate” means, with respect to any
Interest Period applicable to the Auction Rate Securities, the lesser of
(a) the applicable Maximum Rate, and (b) the Net Loan Rate in effect
for such Interest Period.


 


“Carry-over Amount” means, for any Interest
Period during which interest is calculated at the Net Loan Rate, the excess, if
any, of (a) the amount of interest on an Auction Rate Security that would
have accrued with respect to the related Interest Period at the lesser of
(i) the applicable Auction Rate; and (ii) the Maximum Rate determined
as if the Net Loan Rate were not a component thereof; over (b) the amount
of interest on such Auction Rate Security actually accrued with respect to such
Auction Rate Security with respect to such Interest Period based on the Net
Loan Rate, together with the unreduced portion of any such excess from prior
Interest Periods; provided that any reference to “principal” or “interest” in
the Supplemental Indenture and in this Appendix A and the Auction Rate
Securities shall not include within the meanings of such words any Carry-over
Amount or any interest accrued on any Carry-over Amount.


 


A-3

















 


“Commercial Paper Rate (90-day)” means the
rate determined at the end of each calendar quarter using the daily average of
that quarter’s bond equivalent 3-Month Financial Commercial Paper rates.  The daily bond equivalent rates are
calculated from the Three-Month Financial Commercial Paper discount rates published
in the Federal Reserve’s H.15 report. 
On weekends, holidays and any other day when no H.15 rates are
available, the rate from the most recent published date is used.


 


“Effective Interest Rate” means, with
respect to any Financed Student Loan, the interest rate per annum payable by
the borrower as of the last day of the calendar quarter borne by such Financed
Student Loan after giving effect to any reduction in such interest rate
pursuant to borrower incentives, (a) less all accrued rebate fees on such
Financed Student Loan constituting Consolidation Loans paid during such
calendar quarter expressed as a percentage per annum; and (b) plus all
accrued Interest Benefit Payments and Special Allowance Payments applicable to
such Financed Student Loan during such calendar quarter expressed as a percentage
per annum.


 


“Eligible Carry-Over Make-Up Amount” means,
with respect to each Interest Period relating to the Auction Rate Securities as
to which, as of the first day of such Interest Period, there is any unpaid
Carry-over Amount, an amount equal to the lesser of (a) interest computed
on the principal balance of the Auction Rate Securities in respect to such
Interest Period at a per annum rate equal to the excess, if any, of the Net
Loan Rate over the Auction Rate, together with the unreduced portion of any
such excess from prior Interest Periods; and (b) the aggregate Carry-over
Amount remaining unpaid as of the first day of such Interest Period together
with interest accrued and unpaid thereon through the end of such Interest
Period.


 


“Existing Owner” means (a) with
respect to and for the purpose of dealing with the Auction Agent in connection
with an Auction, a Person who is a Broker-Dealer listed in the Existing Owner
Registry at the close of business on the Business Day immediately preceding the
Auction Date for such Auction; and (b) with respect to and for the purpose
of dealing with the Broker-Dealers in connection with an Auction, a Person who
is a beneficial owner of Auction Rate Securities.


 


“Existing Owner Registry” means the
registry of Persons who are owners of the Auction Rate Securities, maintained
by the Auction Agent as provided in the Auction Agent Agreement.


 


“Hold Order” has the meaning set forth in
Section 2.02(a)(i)(A) of this Appendix A.


 


“Initial Auction Agent” means Deutsche Bank
Trust Company Americas, its successors and assigns.


 


“Initial Auction Agent Agreement” means the
Auction Agent Agreement dated as of March 1, 2003, by and among the
Issuer, the Indenture Trustee and the Initial Auction Agent, including any
amendment thereof or supplement thereto.


 


“Initial Period” means, as to Auction Rate
Securities, the period commencing on the Closing Date and continuing through
the day immediately preceding the Initial Rate Adjustment Date for such Auction
Rate Securities.


 


A-4

















 


“Initial Rate” means 1.29% for the
Class A-1AR Notes, 1.27% for the Class A-2AR Notes, 1.30% for the
Class A-3AR Notes and 1.31% for the Class B Notes.


 


“Initial Rate Adjustment Date” means, with
respect to the Class A-1AR Notes, April 23, 2003; with respect to the
Class A-2AR Notes, April 30, 2003; with respect to the Class A-3AR
Notes, May 2, 2003; and with respect to the Class B Notes,
April 30, 2003.


 


“Interest Period” means, with respect to
the Auction Rate Securities, the Initial Period and each period commencing on
an Interest Rate Adjustment Date for such Class and ending on the day before
(a) the next Interest Rate Adjustment Date for such Class; or (b) the
Stated Maturity of such Class, as applicable.


 


“Interest Rate Adjustment Date” means the
Business Day immediately following the Auction Date, such day being the date on
which an Auction Note Interest Rate is effective, and shall mean, with respect
to the Auction Rate Securities, the date of commencement of each Auction
Period.


 


“Interest Rate Determination Date” means,
with respect to the Auction Rate Securities, the Auction Date, or if no Auction
Date is applicable to such Class, the Business Day immediately preceding the
date of commencement of an Auction Period.


 


“Maximum Rate” means the least of
(a) either (i) the Applicable LIBOR Rate plus 1.50% (if the ratings
assigned by Moody’s, S&P and Fitch to the Auction Rate Securities are
“Aaa,” “AAA” and “AAA,” respectively, or better); (ii) the Applicable LIBOR
Rate plus 2.50% (if any one of the ratings assigned by Moody’s, S&P and
Fitch to the Auction Rate Securities is less than “Aaa,” “AAA” and “AAA,”
respectively, and greater than or equal to “A3,” “A-” and “A-,” respectively);
or (iii) the Applicable LIBOR Rate plus 3.50% (if any one of the ratings
assigned by Moody’s, S&P and Fitch to the Auction Rate Securities is less
than “A3,” “A-” and “A-” respectively); (b) 16%; and (c) the highest
rate the Issuer may legally pay, from time to time, as interest on the Auction
Rate Securities.  For purposes of the
Auction Agent and the Auction Procedures, the ratings referred to in this
definition shall be the last ratings of which the Auction Agent has been  given written notice pursuant to the Auction
Agent Agreement.


 


“Net Loan Rate” means, respect to any
Interest Period applicable to the Auction Rate Securities, the rate of interest
per annum (rounded to the next highest one-hundredth of one percent) equal to
(a) the weighted average Effective Interest Rate of the Financed Student Loans
for the calendar quarter immediately preceding such Interest Period, as
determined by the Issuer on the last day of such calendar quarter, less (b) the
sum of (i) Realized Losses with respect to the Financed Eligible Loans for
the most recently completed calendar quarter and (ii) the Program Expense
Percentage on the Financial Student Loans, as determined by the Issuer on the
last day of each calendar year.  In
making the determinations in (a) and (b) of this definition of “Net Loan Rate,”
the Issuer shall take into account as an increase to such Net Loan Rate the
receipt of any Reciprocal Payment and as a decrease to any Issuer Derivative
Payment. The determinations made by the Issuer in (a) and (b) of this
definition of “Net Loan Rate” shall be given in writing to the Auction Agent,
the Indenture Trustee and the Broker-Dealers immediately upon their respective
calculation dates. The Issuer shall have no obligation to compute any 


 


A-5

















 


component of the Net Loan Rate except on an applicable Auction Date on
which the Auction Rate is equal to the Maximum Rate.


 


“Non-Payment Rate” means One-Month LIBOR
plus 1.50%.


 


“One-Month LIBOR,” “Three-Month LIBOR,” “Six-Month LIBOR” or “One-Year LIBOR,” means the offered rate,
as determined by the Auction Agent or Indenture Trustee, as applicable, of the
Applicable LIBOR Based Rate for United States dollar deposits which appears on
Telerate Page 3750, as reported by Bloomberg Financial Markets Commodities
News (or such other page as may replace Telerate Page 3750 for the purpose
of displaying comparable rates) as of approximately 11:00 a.m., London
time, on the Interest Rate Determination Date; provided, that if on any
calculation date, no rate appears on Telerate Page 3750 as specified
above, the Auction Agent or Indenture Trustee, as applicable, shall determine
the arithmetic mean of the offered quotations of four major banks in the London
interbank market, for deposits in United States dollars for the respective
periods specified above to the banks in the London interbank market as of
approximately 11:00 a.m., London time, on such calculation date and in a
principal amount of not less than $1,000,000 that is representative of a single
transaction in such market and at such time, unless fewer than two such
quotations are provided, in which case, the Applicable LIBOR Based Rate shall
be the arithmetic mean of the offered quotations that leading banks in
New York City selected by the Auction Agent or Indenture Trustee, as
applicable, are quoting on the relevant Interest Rate Determination Date for
loans in United States dollars to leading European banks in a principal amount
of not less than $1,000,000 that is representative of a single transaction in
such market at such time.  All
percentages resulting from such calculations shall be rounded upwards, if
necessary, to the nearest one-hundredth of one percent.


 


“Order” has the meaning set forth in
Section 2.02(a)(i)(A) of this Appendix A.


 


“Payment Date” means (a) so long as
Auction Rate Securities bear interest at an Auction Note Interest Rate for an
Interest Period of not greater than 90 days, the Business Day immediately
following the expiration of the Initial Period for such Auction Rate Securities,
and each related Auction Period thereafter; and (b) if and for so long as
Auction Rate Securities bear interest at an Auction Note Interest Rate for an
Interest Period of greater than 90 days, the first Payment Date occurring
in each January, April, July and October for such Auction Rate Securities.


 


“Payment Default” means, with respect to
the Auction Rate Securities, (a) a default in the due and punctual
payment of any installment of interest on such Auction Rate Securities, or
(b) a default in the due and punctual payment of any interest on and
principal of such Auction Rate Securities at their maturity.


 


“Potential Owner” means any Person
(including an Existing Owner that is (a) a Broker-Dealer when dealing with the
Auction Agent and (b) a potential beneficial owner when dealing with a
Broker-Dealer) who may be interested in acquiring Auction Rate Securities (or,
in the case of an Existing Owner thereof, an additional principal amount of
Auction Rate Securities).


 


A-6

















 


“Program Expense Percentage” means, the
percentage that all Program Expenses (other than Consolidation Loan rebate
fees) estimated for the next 12 months represent of the principal amount of the
Notes, which as of March 21, 2003 is 0.50%, and which the Issuer shall
calculate annually on the last day of each calendar year and provide to the
Trustee, the Auction Agent and the Broker-Dealers in the form of an Issuer
Order.  Any adjustment in the Program
Expense Percentage shall be certified to the Indenture Trustee in an Issuer
Order and shall be effective beginning on the first Interest Rate Determination
Date following each such calculation.


 


“PSA” means the Public Securities
Association, its successors and assigns.


 


“Regular Record Date” means the Business
Day next preceding the applicable Auction Date.


 


“S&P” means Standard & Poor’s
Ratings Services, a Division of The McGraw-Hill Companies, Inc., its successors
and assigns.


 


“Sell Order” has the meaning set forth in
Section 2.02(a)(i)(A) of this Appendix A.


 


“Submission Deadline” means 1:00 p.m.,
eastern time, on any Auction Date or such other time on any Auction Date by
which the Broker-Dealers are required to submit Orders to the Auction Agent as
specified by the Auction Agent from time to time.


 


“Submitted Bid” has the meaning set forth
in Section 2.02(a)(iii)(A) of this Appendix A.


 


“Submitted Hold Order” has the meaning set
forth in Section 2.02(a)(iii)(A) of this Appendix A.


 


“Submitted Order” has the meaning set forth
in Section 2.02(a)(iii)(A) of this Appendix A.


 


“Submitted Sell Order” has the meaning set
forth in Section 2.02(a)(iii)(A) of this Appendix A.


 


“Substitute Auction Agent” means the Person
with whom the Issuer and the Indenture Trustee enter into a Substitute Auction
Agent Agreement.


 


“Substitute Auction Agent Agreement” means
an auction agent agreement containing terms substantially similar to the terms
of the Initial Auction Agent Agreement, whereby a Person having the
qualifications required by Section 2.02(e) of this Appendix A agrees
with the Indenture Trustee and the Issuer to perform the duties of the Auction
Agent under this Appendix A.


 


“Sufficient Bids” has the meaning set forth
in Section 2.02(a)(iii)(A) of this Appendix A.


 


“Variable Rate” means the variable rate of
interest per annum, including the Initial Rate, borne by each Class of Auction
Rate Securities during the Initial Period for such Class, and each Interest
Period thereafter as such rate of interest is determined in accordance with the
provisions of Article II of this Appendix A.


 


A-7

















 


ARTICLE
II



TERMS AND ISSUANCE


 


Section 2.01.  Auction Rate and Carry-Over Amounts.  During the Initial Period, each Class of
Auction Rate Securities shall bear interest at the Initial Rate for such Class.
Thereafter, and except with respect to an Auction Period Adjustment, the
Auction Rate Securities shall bear interest at an Auction Note Interest Rate
based on a 28-day Auction Period for the Auction Rate Securities, as determined
pursuant to this Section 2.01 and Section 2.02 of this
Appendix A.


 


For the Auction
Rate Securities during the Initial Period and each Auction Period thereafter,
interest at the applicable Auction Rate Securities Interest Rate shall accrue
daily and shall be computed for the actual number of days elapsed on the basis
of a year consisting of 360 days and rounding the resultant figure to the
fifth decimal place.


 


The Auction Note
Interest Rate to be borne by the Auction Rate Securities after such Initial
Period for each Auction Period until an Auction Period Adjustment, if any,
shall be determined as described below. Each such Auction Period after the
Initial Period shall commence on and include the Business Day following the
expiration of the immediately preceding Auction Period and terminate on and
include the (i) second Business Day of the following fourth week in the case of
the Class A-1AR Notes, Class A-2AR Notes and the Class B Notes,
and (ii) fourth Business Day of the following fourth week in the case of the
Class A-3AR Notes; provided, however, that in the case of the Auction
Period that immediately follows the Initial Period for the Auction Rate
Securities, such Auction Period shall commence on the Initial Rate Adjustment
Date. The Auction Note Interest Rate of the Auction Rate Securities for each
Auction Period shall be the Auction Rate in effect for such Auction Period as
determined in accordance with Section 2.02(a) of this Appendix A;
provided that if, on any Interest Rate Determination Date, an Auction is not
held for any reason, then the Auction Note Interest Rate on such Auction Rate
Securities for the next succeeding Auction Period shall be the applicable Cap
Rate.


 


Notwithstanding
the foregoing:


 


(a)                                  if
the ownership of an Auction Rate Security is no longer maintained in Book-entry
Form, the Auction Note Interest Rate on the Auction Rate Securities for any
Interest Period commencing after the delivery of certificates representing
Auction Rate Securities pursuant to this Supplemental Indenture shall equal the
Cap Rate; or


 


(b)                                 if
a Payment Default shall have occurred, the Auction Note Interest Rate on the
Auction Rate Securities for the Interest Period commencing on or immediately
after such Payment Default, and for each Interest Period thereafter, to and
including the Interest Period, if any, during which, or commencing less than
two Business Days after, such Payment Default is cured, shall equal the
applicable Non-Payment Rate on the first day of each such Interest Period.


 


In accordance with
Section 2.02(a)(iii)(B) and (C) of this Appendix A, the Auction Agent
shall promptly give written notice to the Indenture Trustee and the Issuer of
each Auction Note 


 


A-8

















 


Interest Rate (unless the Auction Note Interest Rate is the applicable
Non-Payment Rate) and the Maximum Rate when such rate is not the Auction Note
Interest Rate, applicable to the Auction Rate Securities.  The Indenture Trustee shall, upon request,
notify the Noteholders and the Issuer of Auction Rate Securities of the
applicable Auction Note Interest Rate applicable to such Auction Rate
Securities for each Auction Period not later than the third Business Day of
such Auction Period.  Notwithstanding
any other provision of the Auction Rate Securities or this Supplemental
Indenture and except for the occurrence of a Payment Default, interest payable
on the Auction Rate Securities for an Auction Period shall never exceed for
such Auction Period the amount of interest payable at the applicable Maximum
Rate in effect for such Auction Period.


 


If the Auction
Rate for the Auction Rate Securities is greater than the Net Loan Rate, and the
Net Loan Rate is less than the applicable Maximum Rate, the Issuer shall
determine the Carry-over Amount, if any, with respect to such Auction Rate
Securities for such interest period.


 


Such Carry-over
Amount shall bear interest calculated at a rate equal to One-Month LIBOR (as
determined by the Issuer, provided the Indenture Trustee has received notice of
One-Month LIBOR from the Issuer, and if the Indenture Trustee shall not have
received such notice from the Issuer, then as determined by the Indenture
Trustee) from the Payment Date for the Interest Period with respect to which
such Carry-over Amount was calculated, until paid.  Any payment in respect of Carry-over Amount shall be applied,
first, to any accrued interest payable thereon and, second, in reduction of
such Carry-over Amount.  For purposes of
this Supplemental Indenture and this Appendix A, any reference to “principal”
or “interest” herein shall not include within the meaning of such words
Carry-over Amount or any interest accrued on any such Carry-over Amount. Such
Carry-over Amount shall be separately calculated for each Auction Rate Security
by the Issuer during such Interest Period in sufficient time for the Indenture
Trustee to give notice to each Noteholder of such Carry-over Amount as required
in the next succeeding sentence.  Not
less than four days before the Payment Date for an Interest Period with respect
to which such Carry-over Amount has been calculated by the Issuer, the
Indenture Trustee shall give written notice to each Noteholder the Auction
Agent and the Issuer, in the form provided by the Issuer, of the Carry-over
Amount applicable to each Auction Rate Security, which written notice may
accompany the payment of interest made to the Noteholder on such Payment Date.
Such notice shall state, in addition to such Carry-over Amount, that, unless
and until an Auction Rate Security has been redeemed (other than by optional
redemption), after which all accrued Carry-over Amounts (and all accrued
interest thereon) that remains unpaid shall be canceled and no Carry-over
Amount (and interest accrued thereon) shall be paid with respect to such
Auction Rate Security, (a) the Carry-over Amount (and interest accrued
thereon calculated at a rate equal to One-Month LIBOR) shall be paid by the
Indenture Trustee pursuant to an Issuer Order on an Auction Rate Security on
the earliest of (i) the date of defeasance of the Auction Rate Securities;
or (ii) the first occurring Payment Date with respect to the Auction Rate
Security (or on the date of any such optional redemption) if and to the extent
that (A) the Eligible Carry-over Make-Up Amount with respect to such subsequent
Interest Period is greater than zero; and (B) moneys are available
pursuant to the terms of the Indenture in an amount sufficient to pay all or a
portion of such Carry-over Amount (and interest accrued thereon); and
(b) interest shall accrue on the Carry-over Amount at a rate equal to
One-Month LIBOR until such Carry-over Amount is paid in full or is cancelled.


 


A-9

















 


The Carry-over
Amount (and interest accrued thereon) for Auction Rate Securities shall be paid
by the Indenture Trustee pursuant to an Issuer Order on Outstanding Auction
Rate Securities on the earliest of (a) the date of defeasance of any of
the Auction Rate Securities; or (b) the first occurring Payment Date if
and to the extent that (i) the Eligible Carry-over Make-Up Amount with
respect to such Interest Period is greater than zero; and (ii) on such
Payment Date there are sufficient moneys in the Revenue Fund to pay all
interest due on the Auction Rate Securities on such Payment Date, to redeem any
Auction Rate Securities required to be redeemed on such Payment Date in
accordance with the Indenture and to fund amounts required to be added to the
Reserve Fund on such Payment Date. Any Carry-over Amount (and any interest
accrued thereon) on any Auction Rate Security which is due and payable on an
Payment Date, which Auction Rate Security is to be redeemed (other than by
optional redemption) on said Payment Date, shall be paid to the Noteholder
thereof on said Payment Date to the extent that moneys are available therefor
in accordance with the provisions of this Appendix A; provided, however,
that any Carry-over Amount (and any interest accrued thereon) which is not yet
due and payable on said Payment Date shall be cancelled with respect to said
Auction Rate Security that is to be redeemed (other than by optional
redemption) on said Payment Date and shall not be paid on any succeeding
Payment Date.  To the extent that any
portion of the Carry-over Amount (and any interest accrued thereon) remains
unpaid after payment of a portion thereof, such unpaid portion shall be paid in
whole or in part as required hereunder until fully paid by the Indenture
Trustee on the earliest of (A) the date of defeasance of any of the
Auction Rate Securities; or (B) the next occurring Payment Date or Dates,
as necessary, if and to the extent that the conditions in the second preceding
sentence are satisfied.  On any Payment
Date on which the Indenture Trustee pays only a portion of the Carry-over
Amount (and any interest accrued thereon) on Auction Rate Securities, the
Indenture Trustee shall give written notice in the manner set forth in the
immediately preceding paragraph to the Noteholder of such Auction Rate Security
receiving such partial payment of the Carry-over Amount remaining unpaid on
such Auction Rate Security.


 


The Payment Date
or other date on which such Carry-over Amount (or any interest accrued thereon)
for Auction Rate Securities shall be paid by the Indenture Trustee, shall be
determined in accordance with the provisions of the immediately preceding
paragraph, and the Indenture Trustee shall make payment of the Carry-over
Amount (and any interest accrued thereon) in the same manner as, and from the
same Fund from which, it pays interest on the Auction Rate Securities on an
Payment Date.  Any payment of Carry-over
Amounts (and interest accrued thereon) shall reduce the amount of Eligible
Carry-over Make-up Amount.


 


In the event that
the Auction Agent no longer determines, or fails to determine, when required,
the Auction Note Interest Rate with respect to Auction Rate Securities, or, if
for any reason such manner of determination shall be held to be invalid or
unenforceable, the Auction Note Interest Rate for the next succeeding Interest
Period, which Interest Period shall be an Auction Period, for Auction Rate
Securities shall be the applicable Cap Rate as determined by the Auction Agent
for such next succeeding Auction Period, and if the Auction Agent shall fail or
refuse to determine the Cap Rate, the Cap Rate shall be determined by the
securities dealer appointed by the Issuer capable of making such a
determination in accordance with the provisions of this Appendix A and
written notice of such determination shall be given by such securities dealer to
the Indenture Trustee.


 


A-10

















 


In the event the
Indenture Trustee may be required to make any calculation in accordance with
this Section 2.01, the Trustee may hire such calculation agents, experts,
consultants or agents as it deems necessary.


 


Section 2.02  Auction Rate.


 


(a)                                  Determining the Auction Rate.  By purchasing Auction Rate Securities,
whether in an Auction or otherwise, each purchaser of the Auction Rate
Securities, or its Broker-Dealer, must agree and shall be deemed by such
purchase to have agreed (i) to participate in Auctions on the terms
described herein, (ii) to have its beneficial ownership of the Auction
Rate Securities maintained at all times in Book-entry Form for the account of
its Participant, which in turn will maintain records of such beneficial
ownership; and (iii) to authorize such Participant to disclose to the
Auction Agent such information with respect to such beneficial ownership as the
Auction Agent may request.


 


So long as the
ownership of Auction Rate Securities is maintained in Book-entry Form by the
Securities Depository, an Existing Owner may sell, transfer or otherwise
dispose of Auction Rate Securities only pursuant to a Bid or Sell Order placed
in an Auction or otherwise sell, transfer or dispose of Auction Rate Securities
through a Broker-Dealer, provided that, in the case of all transfers other than
pursuant to Auctions, such Existing Owner, its Broker-Dealer or its Participant
advises the Auction Agent of such transfer. 
Auctions shall be conducted on each Auction Date, if there is an Auction
Agent on such Auction Date, in the following manner:


 


(i)                                   (A)                                Prior
to the Submission Deadline on each Auction Date;


 


(1)                                  each
Existing Owner of Auction Rate Securities may submit to a Broker-Dealer by
telephone or otherwise any information as to:


 


a.                                       the
principal amount of Outstanding Auction Rate Securities, if any, owned by such
Existing Owner which such Existing Owner desires to continue to own without
regard to the Auction Note Interest Rate for the next succeeding Auction
Period;


 


b.                                      the
principal amount of Outstanding Auction Rate Securities, if any, which such
Existing Owner offers to sell if the Auction Note Interest Rate for the next
succeeding Auction Period shall be less than the rate per annum specified by
such Existing Owner; and/or


 


c.                                       the
principal amount of Outstanding Auction Rate Securities, if any, owned by such
Existing Owner which such Existing Owner offers to sell without regard to the
Auction Note Interest Rate for the next succeeding Auction Period; and


 


A-11

















 


(2)                                  one
or more Broker-Dealers may contact Potential Owners to determine the principal
amount of Auction Rate Securities which each Potential Owner offers to purchase,
if the Auction Note Interest Rate for the next succeeding Auction Period shall
not be less than the rate per annum specified by such Potential Owner.


 


The statement of an Existing Owner or a Potential
Owner referred to in (1) or (2) of this paragraph (A) is herein referred to as
an “Order,” and each Existing Owner and each Potential Owner placing an Order
is herein referred to as a “Bidder”; an Order described in clause (1)a. is
herein referred to as a “Hold Order”; an Order described in clauses (1)b. and
(2) is herein referred to as a “Bid”; and an Order described in clause (1)c. is
herein referred to as a “Sell Order.”


 


(B)                               (1)                                   Subject
to the provisions of Section 2.02(a)(ii) of this Appendix A, a Bid by
an Existing Owner shall constitute an irrevocable offer to sell:


 


a.                                       the
principal amount of Outstanding Auction Rate Securities specified in such Bid
if the Auction Note Interest Rate determined as provided in this
Section 2.02(a) shall be less than the rate specified therein;


 


b.                                      such
principal amount, or a lesser principal amount of Outstanding Auction Rate
Securities to be determined as set forth in Section 2.02(a)(iv)(A)(4) of
this Appendix A, if the Auction Note Interest Rate determined as provided
in this Section 2.02(a) shall be equal to the rate specified therein; or


 


c.                                       such
principal amount, or a lesser principal amount of Outstanding Auction Rate
Securities to be determined as set forth in Section 2.02(a)(iv)(B)(3) of
this Appendix A, if the rate specified therein shall be higher than the applicable
Maximum Rate and Sufficient Bids have not been made.


 


(2)                                  Subject
to the provisions of Section 2.02(a)(ii) of this Appendix A, a Sell
Order by an Existing Owner shall constitute an irrevocable offer to sell:


 


a.                                       the
principal amount of Outstanding Auction Rate Securities specified in such Sell
Order; or


 


b.                                      such
principal amount, or a lesser principal amount of Outstanding Auction Rate
Securities set forth in 


 


A-12

















 


Section 2.02(a)(iv)(B)(3)
of this Appendix A, if Sufficient Bids have not been made.


 


(3)                                  Subject
to the provisions of Section 2.02(a)(ii) of this Appendix A, a Bid by
a Potential Owner shall constitute an irrevocable offer to purchase:


 


a.                                       the
principal amount of Outstanding Auction Rate Securities specified in such Bid
if the Auction Note Interest Rate determined as provided in this
Section 2.02(a) shall be higher than the rate specified in such Bid; or


 


b.                                      such
principal amount, or a lesser principal amount of Outstanding Auction Rate Securities
set forth in Section 2.02(a)(iv)(A)(5) of this Appendix A, if the
Auction Note Interest Rate determined as provided in this Section 2.02(a)
shall be equal to the rate specified in such Bid.


 


(ii)                                  (A)                              Each
Broker-Dealer shall submit in writing to the Auction Agent prior to the
Submission Deadline on each Auction Date all Orders obtained by such
Broker-Dealer and shall specify with respect to each such Order:


 


(1)                                  the
name of the Bidder placing such Order;


 


(2)                                  the
aggregate principal amount of Auction Rate Securities that are the subject of
such Order;


 


(3)                                  to
the extent that such Bidder is an Existing Owner:


 


a.                                       the
principal amount of Auction Rate Securities, if any, subject to any Hold Order
placed by such Existing Owner;


 


b.                                      the
principal amount of Auction Rate Securities, if any, subject to any Bid placed
by such Existing Owner and the rate specified in such Bid; and


 


c.                                       the
principal amount of Auction Rate Securities, if any, subject to any Sell Order
placed by such Existing Owner; and


 


(4)                                  to
the extent such Bidder is a Potential Owner, the rate specified in such
Potential Owner’s Bid.


 


A-13

















 


(B)                                If
any rate specified in any Bid contains more than three figures to the right of
the decimal point, the Auction Agent shall round such rate up to the next
higher .001%.


 


(C)                                If
an Order or Orders covering all Outstanding Auction Rate Securities owned by an
Existing Owner is not submitted to the Auction Agent prior to the Submission
Deadline, the Auction Agent shall deem a Hold Order to have been submitted on
behalf of such Existing Owner covering the principal amount of Outstanding
Auction Rate Securities owned by such Existing Owner and not subject to an
Order submitted to the Auction Agent.


 


(D)                               Neither
the Issuer, the Indenture Trustee nor the Auction Agent shall be responsible
for any failure of a Broker-Dealer to submit an Order to the Auction Agent on
behalf of any Existing Owner or Potential Owner.


 


(E)                                 If
any Existing Owner submits through a Broker-Dealer to the Auction Agent one or
more Orders covering in the aggregate more than the principal amount of
Outstanding Auction Rate Securities owned by such Existing Owner, such Orders
shall be considered valid as follows and in the following order of priority:


 


(1)                                  All
Hold Orders shall be considered valid, but only up to the aggregate principal
amount of Outstanding Auction Rate Securities owned by such Existing Owner, and
if the aggregate principal amount of Auction Rate Securities subject to such
Hold Orders exceeds the aggregate principal amount of Auction Rate Securities
owned by such Existing Owner, the aggregate principal amount of Auction Rate
Securities subject to each such Hold Order shall be reduced pro rata so that
the aggregate principal amount of Auction Rate Securities subject to such Hold
Order equals the aggregate principal amount of Outstanding Auction Rate
Securities owned by such Existing Owner.


 


(2)                                  a.                                       Any
Bid shall be considered valid up to an amount equal to the excess of the
principal amount of Outstanding Auction Rate Securities owned by such Existing
Owner over the aggregate principal amount of Auction Rate Securities subject to
any Hold Order referred to in clause (A) of this paragraph (ii);


 


b.                                      subject
to subclause (1) of this clause (E), if more than one Bid with the
same rate is submitted on behalf of such Existing Owner and the aggregate
principal amount of Outstanding Auction Rate Securities subject to 


 


A-14

















 


such
Bids is greater than such excess, such Bids shall be considered valid up to an
amount equal to such excess;


 


c.                                       subject
to subclauses (1) and (2) of this clause (E), if more than one Bid
with different rates are submitted on behalf of such Existing Owner, such Bids
shall be considered valid first in the ascending order of their respective
rates until the highest rate is reached at which such excess exists and then at
such rate up to the amount of such excess; and


 


d.                                      in
any such event, the amount of Outstanding Auction Rate Securities, if any,
subject to Bids not valid under this clause (E) shall be treated as the
subject of a Bid by a Potential Owner at the rate therein specified; and


 


(3)                                  All
Sell Orders shall be considered valid up to an amount equal to the excess of the
principal amount of Outstanding Auction Rate Securities owned by such Existing
Owner over the aggregate principal amount of Auction Rate Securities subject to
Hold Orders referred to in clause (1) of this paragraph (v) and valid
Bids referred to in clause (2) of this paragraph (E).


 


(F)                                 If
more than one Bid for Auction Rate Securities is submitted on behalf of any
Potential Owner, each Bid submitted shall be a separate Bid with the rate and
principal amount therein specified.


 


(G)                                An
Existing Owner that offers to purchase additional Auction Rate Securities is,
for purposes of such offer, treated as a Potential Owner.


 


(H)                               Any
Bid or Sell Order submitted by an Existing Owner covering an aggregate
principal amount of Auction Rate Securities not equal to an Authorized
Denomination shall be rejected and shall be deemed a Hold Order.  Any Bid submitted by a Potential Owner
covering an aggregate principal amount of Auction Rate Securities not equal to
an Authorized Denomination shall be rejected.


 


(I)                                    Any
Bid specifying a rate higher than the applicable Maximum Rate will (1) be
treated as a Sell Order if submitted by an Existing Owner and (2) not be
accepted if submitted by a Potential Owner.


 


(J)                                   Any
Order submitted in an Auction by a Broker-Dealer to the Auction Agent prior to
the Submission Deadline on any Auction Date shall be irrevocable.


 


A-15

















 


(iii)                               (A)                              Not
earlier than the Submission Deadline on each Auction Date, the Auction Agent
shall assemble all valid Orders submitted or deemed submitted to it by the
Broker-Dealers (each such Order as submitted or deemed submitted by a
Broker-Dealer being herein referred to individually as a “Submitted Hold
Order,” a “Submitted Bid” or a “Submitted Sell Order,” as the case may be, or
as a “Submitted Order,” and collectively as “Submitted Hold Orders,” “Submitted
Bids” or “Submitted Sell Orders,” as the case may be, or as “Submitted Orders”)
and shall determine:


 


(1)                                  the
excess of the total principal amount of Outstanding Auction Rate Securities
over the sum of the aggregate principal amount of Outstanding Auction Rate
Securities subject to Submitted Hold Orders (such excess being herein referred
to as the “Available Auction Rate Securities”), and


 


(2)                                  from
the Submitted Orders whether:


 


a.                                       the
aggregate principal amount of Outstanding Auction Rate Securities subject to
Submitted Bids by Potential Owners specifying one or more rates equal to or
lower than the applicable Maximum Rate;


 


exceeds or is equal to
the sum of:


 


b.                                      the
aggregate principal amount of Outstanding Auction Rate Securities subject to
Submitted Bids by Existing Owners specifying one or more rates higher than the
applicable Maximum Rate; and


 


c.                                       the
aggregate principal amount of Outstanding Auction Rate Securities subject to
Submitted Sell Orders;


 


(in the event such excess
or such equality exists, other than because all of the Outstanding Auction Rate
Securities are subject to Submitted Hold Orders, such Submitted Bids described
in subclause a. above shall be referred to collectively as “Sufficient Bids”);
and


 


(3)                                  if
Sufficient Bids exist, the Bid Auction Rate, which shall be the lowest rate
specified in such Submitted Bids such that if:


 


a.                                       (x) each
Submitted Bid from Existing Owners specifying such lowest rate; and
(y) all other Submitted Bids from Existing Owners specifying lower rates
were rejected, thus entitling such Existing Owners to 


 


A-16

















 


continue
to own the principal amount of Auction Rate Securities subject to such
Submitted Bids; and


 


b.                                      (x) each
such Submitted Bid from Potential Owners specifying such lowest rate; and
(y) all other Submitted Bids from Potential Owners specifying lower rates
were accepted;


 


the result would be that
such Existing Owners described in subclause a. above would continue to own an
aggregate principal amount of Outstanding Auction Rate Securities which, when
added to the aggregate principal amount of Outstanding Auction Rate Securities
to be purchased by such Potential Owners described in subclause b. above, would
equal not less than the Available Auction Rate Securities.


 


(B)                                Promptly
after the Auction Agent has made the determinations pursuant to
Section 2.02(a)(iii)(A) of this Appendix A, the Auction Agent shall
advise the Indenture Trustee, the Broker-Dealers and the Issuer of the Net Loan
Rate, Maximum Rate and the All Hold Rate and the components thereof on the
Auction Date provided, however, the Auction Agent shall have no obligation to
determine the Net Loan Rate except on any Auction Date on which Sufficient Bids
do not exist for such Auction Date.  The
Indenture Trustee may conclusively rely on the Auction Agent with respect to
receipt or non-receipt of such rates described above without duty to know,
determine or further examine.  Based on
such determinations, the Auction Rate for the next succeeding Interest Period
will be established as follows:


 


(1)                                  if
Sufficient Bids exist, that the Auction Rate for the next succeeding Interest
Period shall be equal to the Bid Auction Rate so determined;


 


(2)                                  if
Sufficient Bids do not exist (other than because all of the Outstanding Auction
Rate Securities are subject to Submitted Hold Orders), that the Auction Rate
for the next succeeding Interest Period shall be equal to the applicable
Maximum Rate; or


 


(3)                                  if
all Outstanding Auction Rate Securities are subject to Submitted Hold Orders,
that the Auction Rate for the next succeeding Interest Period shall be equal to
the applicable All Hold Rate.


 


(C)                                 Promptly
after the Auction Agent has determined the Auction Rate, the Auction Agent
shall determine and advise the Indenture Trustee of the Auction Note Interest
Rate, which rate shall be the least of (x) the Auction Rate, (y) the
Net Loan Rate and (z) the applicable Maximum Rate.


 


(iv)                              Existing
Owners shall continue to own the principal amount of Auction Rate Securities
that are subject to Submitted Hold Orders. 
If the Cap Rate is equal to or greater than the Bid Auction Rate and if
Sufficient Bids have 


 


A-17

















 


been
received by the Auction Agent, the Bid Auction Rate will be the Auction Note
Interest Rate, and Submitted Bids and Submitted Sell Orders will be accepted or
rejected and the Auction Agent will take such other action as described below
in subparagraph (A).


 


If the Net Loan
Rate is less than the Auction Rate, the Net Loan Rate will be the Auction Note
Interest Rate unless the Auction Rate and the Net Loan Rate are both greater
than the applicable Maximum Rate, in which event the Auction Note Interest Rate
shall be equal to the Maximum Rate.  If
the Auction Agent has not received Sufficient Bids (other than because all of
the Outstanding Auction Rate Securities are subject to Submitted Hold Orders),
the Auction Note Interest Rate will be the lesser of the Net Loan Rate and the
applicable Maximum Rate.  In any of the
cases described above, Submitted Orders will be accepted or rejected and the
Auction Agent will take such other action as described below in subparagraph
(B).


 


(A)                              If Sufficient
Bids have been made and the Maximum Rate is equal to or greater than the Bid
Auction Rate (in which case the Auction Note Interest Rate shall be the Bid
Auction Rate), all Submitted Sell Orders shall be accepted and, subject to the
provisions of clauses (4) and (5) of this Section 2.02(a)(iv), Submitted
Bids shall be accepted or rejected as follows in the following order of
priority, and all other Submitted Bids shall be rejected:


 


(1)                                  Existing
Owners’ Submitted Bids specifying any rate that is higher than the Auction Note
Interest Rate shall be accepted, thus requiring each such Existing Owner to
sell the aggregate principal amount of Auction Rate Securities subject to such
Submitted Bids;


 


(2)                                  Existing
Owners’ Submitted Bids specifying any rate that is lower than the Auction Note
Interest Rate shall be rejected, thus entitling each such Existing Owner to
continue to own the aggregate principal amount of Auction Rate Securities
subject to such Submitted Bids;


 


(3)                                  Potential
Owners’ Submitted Bids specifying any rate that is lower than the Auction Note
Interest Rate shall be accepted;


 


(4)                                  Each
Existing Owners’ Submitted Bid specifying a rate that is equal to the Auction
Note Interest Rate shall be rejected, thus entitling such Existing Owner to continue
to own the aggregate principal amount of Auction Rate Securities subject to
such Submitted Bid, unless the aggregate principal amount of Outstanding
Auction Rate Securities subject to all such Submitted Bids shall be greater
than the principal amount of Auction Rate 


 


A-18

















 


Securities
(the “remaining principal amount”) equal to the excess of the Available Auction
Rate Securities over the aggregate principal amount of Auction Rate Securities
subject to Submitted Bids described in clauses (2) and (3) of this
Section 2.02(a)(iv)(A), in which event such Submitted Bid of such Existing
Owner shall be rejected in part, and such Existing Owner shall be entitled to
continue to own the principal amount of Auction Rate Securities subject to such
Submitted Bid, but only in an amount equal to the aggregate principal amount of
Auction Rate Securities obtained by multiplying the remaining principal amount
by a fraction, the numerator of which shall be the principal amount of
Outstanding Auction Rate Securities owned by such Existing Owner subject to
such Submitted Bid and the denominator of which shall be the sum of the
principal amount of Outstanding Auction Rate Securities subject to such
Submitted Bids made by all such Existing Owners that specified a rate equal to
the Auction Note Interest Rate, subject to the provisions of
Section 2.02(a)(iv)(D) of this Appendix A; and


 


(5)                                  Each
Potential Owner’s Submitted Bid specifying a rate that is equal to the Auction
Note Interest Rate shall be accepted, but only in an amount equal to the
principal amount of Auction Rate Securities obtained by multiplying the excess
of the aggregate principal amount of Available Auction Rate Securities over the
aggregate principal amount of Auction Rate Securities subject to Submitted Bids
described in clauses (2), (3) and (4) of this Section 2.02(a)(iv)(A) by a
fraction the numerator of which shall be the aggregate principal amount of
Outstanding Auction Rate Securities subject to such Submitted Bid and the
denominator of which shall be the sum of the principal amount of Outstanding
Auction Rate Securities subject to Submitted Bids made by all such Potential
Owners that specified a rate equal to the Auction Note Interest Rate, subject
to the provisions of Section 2.02(a)(iv)(D) of this Appendix A.


 


(B)                                If
Sufficient Bids have not been made (other than because all of the Outstanding
Auction Rate Securities are subject to submitted Hold Orders), or if the
Maximum Rate is less than the Bid Auction Rate (in which case the Auction Note
Interest Rate shall be the Maximum Rate), subject to the provisions of
Section 2.02(a)(iv)(D) of this Appendix A, Submitted Orders shall be
accepted or rejected as follows in the following order of priority and all
other Submitted Bids shall be rejected:


 


(1)                                  Existing
Owners’ Submitted Bids specifying any rate that is equal to or lower than the
Auction Note Interest Rate shall be rejected, thus entitling such Existing
Owners to continue 


 


A-19

















 


to own
the aggregate principal amount of Auction Rate Securities subject to such
Submitted Bids;


 


(2)                                  Potential
Owners’ Submitted Bids specifying (x) any rate that is equal to or lower than
the Auction Note Interest Rate shall be accepted and (y) any rate that is
higher than the Auction Note Interest Rate shall be rejected; and


 


(3)                                  each
Existing Owner’s Submitted Bid specifying any rate that is higher than the
Auction Note Interest Rate and the Submitted Sell Order of each Existing Owner
shall be accepted, thus entitling each Existing Owner that submitted any such
Submitted Bid or Submitted Sell Order to sell the Auction Rate Securities
subject to such Submitted Bid or Submitted Sell Order, but in both cases only
in an amount equal to the aggregate principal amount of Auction Rate Securities
obtained by multiplying the aggregate principal amount of Auction Rate
Securities subject to Submitted Bids described in clause (2)(x) of this
Section 2.02(a)(iv)(B) by a fraction the numerator of which shall be the
aggregate principal amount of Outstanding Auction Rate Securities owned by such
Existing Owner subject to such submitted Bid or Submitted Sell Order and the
denominator of which shall be the aggregate principal amount of Outstanding
Auction Rate Securities subject to all such Submitted Bids and Submitted Sell
Orders.


 


(C)                                If
all Auction Rate Securities are subject to Submitted Hold Orders, all Submitted
Bids shall be rejected.


 


(D)                               If,
as a result of the procedures described in paragraph (A) or (B) of this
Section 2.02(a)(iv), any Existing Owner would be entitled or required to
sell, or any Potential Owner would be entitled or required to purchase, a
principal amount of Auction Rate Securities that is not equal to an Authorized
Denomination, the Auction Agent shall, in such manner as in its sole discretion
it shall determine, round up or down the principal amount of Auction Rate
Securities to be purchased or sold by any Existing Owner or Potential Owner so
that the principal amount of Auction Rate Securities purchased or sold by each
Existing Owner or Potential Owner shall be equal to an Authorized Denomination.


 


(E)                                 If,
as a result of the procedures described in paragraph (B) of this
Section 2.02(a)(iv), any Potential Owner would be entitled or required to
purchase less than an Authorized Denomination of Auction Rate Securities, the
Auction Agent shall, in such manner as in its sole discretion it shall
determine, allocate Auction Rate Securities for purchase among Potential Owners
so that only Auction Rate Securities in Authorized Denominations are purchased
by any Potential Owner, even if 


 


A-20

















 


such
allocation results in one or more of such Potential Owners not purchasing any
Auction Rate Securities.


 


(v)                                 Based
on the result of each Auction, the Auction Agent shall determine the aggregate
principal amount of Auction Rate Securities to be purchased and the aggregate
principal amount of Auction Rate Securities to be sold by Potential Owners and
Existing Owners on whose behalf each Broker-Dealer submitted Bids or Sell
Orders and, with respect to each Broker-Dealer, to the extent that such
aggregate principal amount of Auction Rate Securities to be sold differs from
such aggregate principal amount of Auction Rate Securities to be purchased,
determine to which other Broker-Dealer or Broker-Dealers acting for one or more
purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer
or Broker-Dealers acting for one or more sellers such Broker-Dealer shall
receive, as the case may be, Auction Rate Securities.


 


(vi)                              Any
calculation by the Auction Agent or the Indenture Trustee, as applicable, of
the Auction Note Interest Rate, the Maximum Rate, the All Hold Rate, the Net
Loan Rate and the Non-Payment Rate shall, in the absence of manifest error, be
binding on all other parties.  In the
event the Indenture Trustee may be required to make any calculation in
accordance with the provisions of this Section 2.02(a)(vi) the Indenture
Trustee may hire such calculation agents, experts, consultants or agents as it
deems necessary.


 


(vii)                           Notwithstanding
anything in this Appendix A to the contrary, (A) no Auction for the
Auction Rate Securities for an Auction Period of less than 180 days will
be held on any Auction Date hereunder on which there are insufficient moneys in
the Revenue Fund to pay, or otherwise held by the Indenture Trustee under the
Indenture and available to pay, the principal of and interest due on the
Auction Rate Securities on the Payment Date immediately following such Auction
Date, and (B) no Auction will be held on any Auction Date hereunder during the
continuance of a Payment Default.  The
Indenture Trustee shall promptly notify the Auction Agent of any such
occurrence.


 


(b)                                 Application of Interest Payments for
the Auction Rate Securities.


 


(i)                                     The
Indenture Trustee shall determine not later than 2:00 p.m., eastern time,
on the Business Day next succeeding Payment Date, whether a Payment Default has
occurred.  If a Payment Default has
occurred, the Indenture Trustee shall, not later than 2:15 p.m., eastern
time, on such Business Day, send a notice thereof in substantially the form of
Exhibit C attached hereto to the Auction Agent by telecopy or similar means
and, if such Payment Default is cured, the Indenture Trustee shall immediately
send a notice in substantially the form of Exhibit D attached hereto to the
Auction Agent by telecopy or similar means.


 


A-21

















 


(ii)                                  The
Indenture Trustee shall pay to the Auction Agent, in immediately available
funds out of amounts in the Operating Fund, an amount equal to the Auction
Agent Fee as set forth in the Auction Agent Agreement.  Not later than 2:00 p.m., eastern time,
on each Auction Date, the Indenture Trustee shall pay to the Auction Agent, in
immediately available funds out of amounts in the Operating Fund, an amount
equal to the Broker-Dealer Fee as calculated in the Auction Agent
Agreement.  The Indenture Trustee shall,
from time to time at the request of the Auction Agent and at the direction of
an Authorized Officer, reimburse the Auction Agent for its reasonable expenses
as provided in the Auction Agent Agreement, such expenses to be paid out of
amounts in the Operating Fund.


 


(c)                                  Calculation of Maximum Rate, All
Hold Rate, Net Loan Rate, Applicable LIBOR Rate, and Non-Payment Rate.  The Auction Agent shall calculate the
applicable Maximum Rate, Net Loan Rate, Applicable LIBOR Rate, and All Hold
Rate, as the case may be, on each Auction Date and shall notify the Indenture
Trustee and the Broker-Dealers of the applicable Maximum Rate, Net Loan Rate,
Applicable LIBOR Rate, and All Hold Rate, as the case may be, as provided in
the Auction Agent Agreement; provided, that if the ownership of the Auction
Rate Securities is no longer maintained in Book-entry Form, or if a Payment
Default has occurred, then the Indenture Trustee shall determine the applicable
Maximum Rate, Net Loan Rate, Applicable LIBOR Rate, All Hold Rate and
Non-Payment Rate for each such Interest Period.  If the ownership of the Auction Rate Securities is no longer
maintained in Book-entry Form by the Securities Depository, the Indenture
Trustee shall calculate the applicable Maximum Rate and the Net Loan Rate on
the Business Day immediately preceding the first day of each Interest Period
after the delivery of certificates representing the Auction Rate Securities
pursuant to the Indenture.  If a Payment
Default shall have occurred, the Indenture Trustee shall calculate the Non-Payment
Rate on the Interest Rate Determination Date for (i) each Interest Period
commencing after the occurrence and during the continuance of such Payment
Default and (ii) any Interest Period commencing less than two Business Days
after the cure of any Payment Default. 
The determination by the Indenture Trustee or the Auction Agent, as the
case may be, of the applicable Maximum Rate, Net Loan Rate, Applicable LIBOR
Rate, All Hold Rate and Non-Payment Rate shall (in the absence of manifest
error) be final and binding upon all parties. 
If calculated or determined by the Auction Agent, the Auction Agent
shall promptly advise the Indenture Trustee of the applicable Maximum Rate, Net
Loan Rate, Applicable LIBOR Rate, and All Hold Rate.  In the event the Indenture Trustee may be required to make any
calculation in accordance with the provisions of this Section 2.02(c), the
Indenture Trustee may hire such calculation agents, experts, consultants or
agents as it deems necessary.


 


(d)                                 Notification of Rates, Amounts and
Payment Dates.


 


(i)                                     By
12:00 p.m., eastern time, on the Business Day following each Regular
Record Date, the Indenture Trustee shall determine the aggregate amounts of
interest distributable on the next succeeding Payment Date to the beneficial
owners of Auction Rate Securities.


 


A-22

















 


(ii)                                  At
least four days prior to any Payment Date, the Indenture Trustee shall:


 


(A)                              confirm
with the Auction Agent, so long as no Payment Default has occurred and is
continuing and the ownership of the Auction Rate Securities is maintained in
Book-entry Form by the Securities Depository, (1) the date of such next
Payment Date and (2) the amount payable to the Auction Agent on the
Auction Date pursuant to Section 2.02(b)(ii) of this Appendix A; and


 


(B)                                advise
the Securities Depository, so long as the ownership of the Auction Rate
Securities is maintained in Book-entry Form by the Securities Depository, upon
request, of the aggregate amount of interest distributable on such next Payment
Date to the beneficial owners of each Class of the Auction Rate Securities.


 


If any day
scheduled to be an Payment Date shall be changed after the Indenture Trustee
shall have given the notice or confirmation referred to in clause (i) of
the preceding sentence, the Indenture Trustee shall, not later than
11:15 a.m., eastern time, on the Business Day next preceding the earlier
of the new Payment Date or the old Payment Date, by such means as the Indenture
Trustee deems practicable, give notice of such change to the Auction Agent, so
long as no Payment Default has occurred and is continuing and the ownership of
the Auction Rate Securities is maintained in Book-entry Form by the Securities
Depository.


 


(e)                                  Auction Agent.


 


(i)                                     Deutsche
Bank Trust Company Americas is hereby appointed as Initial Auction Agent to
serve as agent for the Issuer in connection with Auctions.  The Indenture Trustee is hereby directed to
enter into the Initial Auction Agent Agreement with Deutsche Bank Trust Company
Americas, as the Initial Auction Agent. 
Any Substitute Auction Agent shall be (A) a bank, national banking
association or trust company duly organized under the laws of the United States
of America or any state or territory thereof having its principal place of
business in the Borough of Manhattan, New York, or such other location as
approved by the Indenture Trustee in writing and having a combined capital
stock or surplus of at least $50,000,000; or (B) a member of the National
Association of Securities Dealers, Inc., having a capitalization of at least
$50,000,000, and, in either case, authorized by law to perform all the duties
imposed upon it hereunder and under the Auction Agent Agreement.  The Auction Agent may at any time resign and
be discharged of the duties and obligations created by this Appendix A by
giving at least 90 days’ notice to the Indenture Trustee, each
Broker-Dealer and the Issuer.  The
Auction Agent may be removed at any time by the Indenture Trustee upon the
written direction of an Authorized Officer or by the holders of a majority of
the aggregate principal amount of the Auction Rate Securities then Outstanding,



 


A-23

















 


and if
by such Noteholders, by an instrument signed by such Noteholders or their
attorneys and filed with the Auction Agent, the Issuer and the Indenture
Trustee upon at least 90 days’ written notice.  Neither resignation nor removal of the Auction Agent pursuant to
the preceding two sentences shall be effective until and unless a Substitute
Auction Agent has been appointed and has accepted such appointment.  If required by the Issuer, a Substitute
Auction Agent Agreement shall be entered into with a Substitute Auction Agent.  Notwithstanding the foregoing, the Auction
Agent may terminate the Auction Agent Agreement if, within 25 days after
notifying the Indenture Trustee, each Broker-Dealer and the Issuer in writing
that it has not received payment of any Auction Agent Fee due it in accordance
with the terms of the Auction Agent Agreement, the Auction Agent does not
receive such payment.


 


(ii)                                  If
the Auction Agent shall resign or be removed or be dissolved, or if the
property or affairs of the Auction Agent shall be taken under the control of
any state or federal court or administrative body because of bankruptcy or
insolvency, or for any other reason, the Indenture Trustee at the direction of
an Authorized Officer, shall use its best efforts to appoint a Substitute
Auction Agent.


 


(iii)                               The
Auction Agent is acting as agent for the Issuer in connection with
Auctions.  In the absence of bad faith,
negligent failure to act or negligence on its part, the Auction Agent shall not
be liable for any action taken, suffered or omitted or any error of judgment
made by it in the performance of its duties under the Auction Agent Agreement
and shall not be liable for any error of judgment made in good faith unless the
Auction Agent shall have been negligent in ascertaining (or failing to
ascertain) the pertinent facts.


 


(f)                                    Broker-Dealer.


 


(i)                                     The
Auction Agent will enter into Broker-Dealer Agreements with Salomon Smith
Barney Inc. and GMAC Commercial Holdings Capital Markets Corp. as the initial
Broker-Dealers.  An Authorized Officer
may, from time to time, approve one or more additional persons to serve as a
Broker-Dealer under the Broker-Dealer Agreements and shall be responsible for
providing such Broker-Dealer Agreements to the Indenture Trustee and the
Auction Agent.


 


(ii)                                  Any
Broker-Dealer may be removed at any time, at the request of an Authorized
Officer, but there shall, at all times, be at least one Broker-Dealer appointed
and acting as such.


 


(g)                                 Changes in Auction Period or Periods
and Certain Percentages.


 


(i)                                     While
any of the Auction Rate Securities are Outstanding, the applicable Broker-Dealer,
with the written consent of an Authorized Officer, may, from time to time,
change the length of one or more Auction Periods (an “Auction Period
Adjustment”), in order to conform with then current market practice with 


 


A-24

















 


respect
to similar securities or to accommodate economic and financial factors that may
affect or be relevant to the length of the Auction Period and the interest rate
borne by the Auction Rate Securities. 
The Broker-Dealer shall initiate the Auction Period Adjustment by giving
written notice to the Indenture Trustee, the Administrator, the Auction Agent,
each Rating Agency and the Securities Depository in substantially the form of,
or containing substantially the information contained in, Exhibit E attached
hereto at least 10 days prior to the Auction Date for such Auction Period.


 


(ii)                                  Any
such adjusted Auction Period shall not be less than seven days nor more than
270 days.  Any adjusted Auction
Period of more than 120 days may not be initiated without a Rating
Confirmation.


 


(iii)                               An
Auction Period Adjustment shall take effect only if (A) the Indenture
Trustee and the Auction Agent receive, by 11:00 a.m., eastern time, on the
Business Day before the Auction Date for the first such Auction Period, notice
from the applicable Broker-Dealer in substantially the form attached as, or
containing substantially the same information contained in, Exhibit F attached
hereto, authorizing the Auction Period Adjustment specified in such certificate;
and (B) Sufficient Bids exist as of the Auction on the Auction Date for
such first Auction Period.  If the
condition referred to in (A) above is not met, the applicable Auction Note
Interest Rate for the next Auction Period shall be determined pursuant to the
above provisions of this Section 2.02 and the Auction Period shall be the
Auction Period determined without reference to the proposed change.  If the condition referred to in (A) is met
but the condition referred in (B) above is not met, the applicable Auction Note
Interest Rate for the next Auction Period shall be the applicable Maximum Rate
and the Auction Period shall be the Auction Period determined without reference
to the proposed change.


 


In connection with
any Auction Period Adjustment, the Auction Agent shall provide such further
notice to such parties as is specified in Section 2.03 of the Auction
Agent Agreement.


 


(h)                                 Changes in the Auction Date.  The applicable Broker-Dealer, with the
written consent of an Authorized Officer and, if applicable, upon receipt of
the opinion of Note Counsel as required below, may specify a different Auction
Date (but in no event more than five Business Days earlier) than the Auction
Date that would otherwise be determined in accordance with the definition of
“Auction Date” in Section 1.01 of this Appendix A with respect to one
or more specified Auction Periods in order to conform with then current market
practice with respect to similar securities or to accommodate economic and
financial factors that may affect or be relevant to the day of the week
constituting an Auction Date and the interest rate borne on the Auction Rate
Securities.  The applicable
Broker-Dealer shall deliver a written request for consent to such change in the
length of the Auction Date to the Issuer at least 14 days prior to the
effective date of such change.  If the
Issuer shall have delivered such written consent to the applicable
Broker-Dealer, such Broker-Dealer shall provide notice of its determination to
specify an earlier Auction Date for one or more Auction Periods by means of a
written notice 


 


A-25

















 


delivered
at least 10 days prior to the proposed changed Auction Date to the
Indenture Trustee, the Auction Agent, the Issuer, each Rating Agency and the
Securities Depository.  Such notice
shall be substantially in the form of, or contain substantially the information
contained in, Exhibit G attached hereto. 
Notwithstanding the foregoing, the applicable Broker-Dealer may, without
consent from an Authorized Officer, an opinion of Note Counsel, request for
consent or notice to the Indenture Trustee, the Auction Agent, the Issuer, any
Rating Agency or the Securities Depository, (i) defer any Auction Date to
the next succeeding Business Day, if the Auction Date would, without such
deferral, not be a Business Day; and (ii) in such event, shorten the next
succeeding Auction period by the number of days that the prior Auction Date was
deferred.


 


In connection with
any change described in this Section 2.02(h), the Auction Agent shall
provide such further notice to such parties as is specified in
Section 2.03 of the Auction Agent Agreement.


 


Section 2.03.  Additional Provisions Regarding the Interest
Rates on the Auction Rate Securities.  The determination of a Variable Rate by the
Auction Agent or any other Person pursuant to the provisions of the applicable
Section of this Article II shall be conclusive and binding on the
Noteholders of the Auction Rate Securities to which such Variable Rate applies,
and the Issuer and the Indenture Trustee may rely thereon for all purposes.


 


In no event shall
the cumulative amount of interest paid or payable on the Auction Rate
Securities (including interest calculated as provided herein, plus any other
amounts that constitute interest on the Auction Rate Securities under
applicable law, which are contracted for, charged, reserved, taken or received
pursuant to the Auction Rate Securities or related documents) calculated from
the Date of Closing of the Auction Rate Securities through any subsequent day
during the term of the Auction Rate Securities or otherwise prior to payment in
full of the Auction Rate Securities exceed the amount permitted by applicable
law.  If the applicable law is ever
judicially interpreted so as to render usurious any amount called for under the
Auction Rate Securities or related documents or otherwise contracted for,
charged, reserved, taken or received in connection with the Auction Rate
Securities, or if the redemption or acceleration of the maturity of the Auction
Rate Securities results in payment to or receipt by the Noteholder or any
former Noteholder of the Auction Rate Securities of any interest in excess of
that permitted by applicable law, then, notwithstanding any provision of the
Auction Rate Securities or related documents to the contrary, all excess
amounts theretofore paid or received with respect to the Auction Rate
Securities shall be credited on the principal balance of the Auction Rate
Securities (or, if the Auction Rate Securities have been paid or would thereby
be paid in full, refunded by the recipient thereof), and the provisions of the
Auction Rate Securities and related documents shall automatically and
immediately be deemed reformed and the amounts thereafter collectible hereunder
and thereunder reduced, without the necessity of the execution of any new
document, so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for under the Auction Rate
Securities and under the related documents.


 


A-26

















 


EXHIBIT A-1



FORM OF SENIOR AUCTION 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.


 


GMAC EDUCATION LOAN
FUNDING TRUST-I

GMAC ELF STUDENT LOAN ASSET-BACKED NOTE

SENIOR CLASS A-[1AR] [2AR] [3AR]

AUCTION RATE SECURITIES


 


	
  REGISTERED NO. A-

  	
   

  	
  REGISTERED
  $                     

  



 


	
  Maturity Date

  	
   

  	
  Interest Rate

  	
   

  	
  Original Issue Date

  	
   

  	
  CUSIP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 1, 2040

  	
   

  	
  Variable

  	
   

  	
  March 21, 2003

  	
   

  	
   

  	
   

  



 


PRINCIPAL SUM:
                                                                  
AND 00/100 DOLLARS


 


NOTEHOLDER:
CEDE & CO.


 


GMAC 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 (the “Indenture”)
and the Series 2003-1 Supplemental Indenture of Trust dated as of
March 1, 2003 (as amended, the “Series 2003-1 Supplemental
Indenture”), each between the Issuer and Zions First National Bank, as
Indenture Trustee (the “Indenture Trustee,” which term includes any successor
indenture trustee under the Indenture)) 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 an Auction Rate, all as determined in Appendix A of the
Series 2003-1 Supplemental Indenture.


 


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 GMAC ELF Student Loan
Asset-Backed Notes, Senior Class A-[1AR][2AR][3AR] Auction Rate
Securities, dated the Closing Date, in the aggregate original principal amount
of $                
(the “Class A-[1AR][2AR][3AR] 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-[1AR][2AR][3AR] Notes, issuing
$                  
of its GMAC ELF Student Loan Asset-Backed Notes, Senior Class A Notes in
two other classes (together with the Class A-[1AR][2AR][3AR] Notes, the
“Class A Notes”) and $14,000,000 of its GMAC ELF Student Loan Asset-Backed
Notes, Subordinate Class B-1AR Auction Rate Securities in one class (the
“Class B Notes”).  The proceeds of
such notes 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
Class A Notes and the Class B Notes as determined by the Issuer.  The Class A Notes, the Class B
Notes and any Additional Notes are collectively referred to herein as the
“Notes.”


 


Mandatory Redemption.  This note is subject to mandatory
redemption, all as described in the Indenture.


 


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 


 


A-1-2

















 


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 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 Auction Rate Securities 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. 
If less than all Notes are to be redeemed or purchased, Notes shall be
selected for redemption or purchase as provided in the Indenture.


 


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 Class A Notes and any Additional Notes issued on a
parity with the Class A Notes and any Issuer Derivative Payments secured
on a parity with the Class A Notes are payable on a superior basis to such
payments on the Class B Notes and any Additional Notes issued on a parity
or subordinate to the Class B Notes; provided, however, that current
principal and interest may be paid on the Class B Notes and any Additional
Notes issued on a parity with the Class B Notes or subordinate to the
Class B Notes if all principal and interest payments due and owing at such
time on the Class A Notes and any Additional Notes issued on a parity with
the Class A Notes and any Issuer Derivative Payments secured on a parity
with the Class A 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 


 


A-1-3

















 


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, 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.


 


A-1-4

















 


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-1-5

















 


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.


 


	
   

  	
  GMAC EDUCATION LOAN FUNDING TRUST-I

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY, not in its individual
  capacity but solely as Delaware Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
						



 


A-1-6

















 


CERTIFICATE
OF AUTHENTICATION


 


This note is one
of the Class A-       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:  The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note
Registrar, which requirements include membership or participation in STAMP or
such other “signature guarantee program” as may be determined by the Indenture
Trustee in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 


A-1-7

















 


EXHIBIT A-2



FORM OF SUBORDINATE AUCTION 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.


 


GMAC EDUCATION LOAN
FUNDING TRUST-I

GMAC ELF STUDENT LOAN ASSET-BACKED NOTE

SUBORDINATE CLASS B-1

AUCTION RATE SECURITIES


 


	
  REGISTERED NO. B-

  	
   

  	
  REGISTERED
  $                     

  



 


	
  Maturity Date

  	
   

  	
  Interest Rate

  	
   

  	
  Original Issue Date

  	
   

  	
  CUSIP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 1, 2040

  	
   

  	
  [Variable]

  	
   

  	
  March 21, 2003

  	
   

  	
   

  	
   

  



 


PRINCIPAL SUM:
                                                                                      
AND 00/100 DOLLARS


NOTEHOLDER:  CEDE & CO.


 


GMAC 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
corporation under the Indenture of Trust, dated as of March 1, 2003 (the
“Original Indenture”) and the Series 2003-1 Supplemental Indenture of
Trust dated as of March 1, 2003 (as amended, the “Series 2003-1
Supplemental Indenture,” and together with the Original Indenture, the
“Indenture”), each between the Issuer and Zions First National Bank, as
Indenture Trustee (the “Indenture Trustee,” which term includes any successor
indenture trustee under the Indenture)) 


 

















 


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
principal 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 an Auction Rate, all as determined in Appendix A of the
Series 2003-1 Supplemental Indenture.


 


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 GMAC ELF Asset-Backed Notes,
Subordinate Class B-1AR Auction Rate Securities, dated the Closing Date,
in the aggregate original principal amount of $14,000,000 (the “Class B-1
Notes”) which have been authorized by the Issuer, and issued by the Issuer
pursuant to the Indenture. The Issuer is, simultaneously with the
Class B-1 Notes, issuing $206,000,000 of its GMAC ELF Student Loan
Asset-Backed Notes, Senior Class A Notes in three classes (collectively,
the “Class A Notes”).  The proceeds
of such notes 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 Class A Notes and the Class B Notes
as determined by the Issuer.  The
Class A Notes, the Class B Notes and any Additional Notes are
collectively referred to herein as the “Notes.”


 


Mandatory Redemption.  This note is subject to mandatory redemption
as described in the Indenture.


 


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 Dates, at a redemption or purchase price
equal to the aggregate current principal balance of all the Notes, 


 


A-2-2

















 


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 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 Auction Rate Securities 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.  If less than all Notes are to be redeemed or
purchased, Notes shall be selected for redemption or purchase as provided in
the Indenture.


 


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 Class A Notes and any Additional Notes issued on a
parity with the Class A Notes and any Issuer Derivative Payments secured
on a parity with the Class A Notes are payable on a superior basis to such
payments on the Class B Notes and any Additional Notes issued on a parity
or subordinate to the Class B Notes; provided, however, that current
principal and interest may be paid on the Class B Notes and any Additional
Notes issued on a parity with the Class B Notes or subordinate to the
Class B Notes if all principal and interest payments due and owing at such
time on the Class A Notes and any Additional Notes issued on a parity with
the Class A Notes and any Issuer Derivative Payments secured on a parity
with the Class A 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.


 


A-2-3

















 


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, 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 principal 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 principal
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.


 


A-2-4

















 


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 passage of said resolution and the execution of
said Indenture, have happened, exist and have been performed as so required.


 


A-2-5

















 


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.


 


	
   

  	
  GMAC EDUCATION LOAN FUNDING TRUST-I

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY, not in its individual
  capacity but solely as Delaware Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
						



 


A-2-6

















 


CERTIFICATE
OF AUTHENTICATION


 


This note is one
of the Class B-1AR 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:  The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note
Registrar, which requirements include membership or participation in STAMP or
such other “signature guarantee program” as may be determined by the Indenture
Trustee in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 


A-2-7

















 


EXHIBIT B



SERIES 2003-1 CLOSING CASH FLOW PROJECTIONS


 

















 


EXHIBIT C



NOTICE OF PAYMENT DEFAULT


 


GMAC Education Loan
Funding Trust-I

GMAC ELF Student Loan Asset-Backed Notes

Class        

Auction Rate Securities


 


NOTICE IS HEREBY
GIVEN that a Payment Default has occurred and is continuing with respect to the
Auction Rate Securities identified above. 
The next Auction for the Auction Rate Securities will not be held.  The Auction Rate for the Auction Rate
Securities for the next succeeding Interest Period shall be the Non-Payment
Rate.


 


	
   

  	
  ZIONS FIRST NATIONAL BANK, as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
								



 

















 


EXHIBIT D



NOTICE OF CURE OF PAYMENT DEFAULT


 


GMAC Education Loan
Funding Trust-I

GMAC ELF Student Loan Asset-Backed Notes

Class         

Auction Rate Securities


 


NOTICE IS HEREBY
GIVEN that a Payment Default with respect to the Auction Rate Securities
identified above has been waived or cured. 
The next Payment Date is
                    ,
       and the Auction Date is
                         ,
        .


 


	
   

  	
  ZIONS FIRST NATIONAL BANK, as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
								



 

















 


EXHIBIT E



NOTICE OF PROPOSED CHANGE IN LENGTH

OF ONE OR MORE AUCTION PERIODS


 


GMAC Education Loan
Funding Trust-I

GMAC ELF Student Loan Asset-Backed Notes

Class         

Auction Rate Securities


 


Notice is hereby
given that
[                              ],
as Broker-Dealer proposes to change the length of one or more Auction Periods
pursuant to the Indenture of Trust, as amended (the “Indenture”) as follows:


 


1.                                       The
change shall take effect on                            ,
      , the Interest Rate Adjustment Date for the
next Auction Period (the “Effective Date”).


 


2.                                       The
Auction Period Adjustment in Paragraph 1 shall take place only if
(a) the Indenture Trustee and the Auction Agent receive, by 11:00 a.m.,
eastern time, on the Business Day before the Auction Date for the Auction
Period commencing on the Effective Date, a certificate from the Issuer, as
required by the Indenture authorizing the change in length of one or more
Auction Periods; and (b) Sufficient Bids exist on the Auction Date for the
Auction Period commencing on the Effective Date.


 


3.                                       If
the condition referred to in paragraph (a) above is not met, the Auction
Rate for the Auction Period commencing on the Effective Date will be determined
pursuant to the Auction Procedures and the Auction Period shall be the Auction
Period determined without reference to the proposed change.  If the condition referred to in
paragraph (a) is met but the condition referred to in paragraph (b)
above is not met, the Auction Rate for the Auction Period commencing on the
Effective Date shall be the Maximum Rate and the Auction Period shall be the
Auction Period determined without reference to the proposed change.


 


4.                                       It
is hereby represented, upon advice of the Auction Agent for the
Class            
Notes described herein, that there were Sufficient Bids for such
Class             
Notes at the Auction immediately preceding the date of this Notice.


 


5.                                       Terms
not defined in this Notice shall have the meanings set forth in the Indenture
entered into in connection with the
Class            Notes.


 


	
   

  	
  [BROKER-DEALER], as Broker-Dealer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
								



 

















 


	
  Approved By:

  	
  GMAC EDUCATION LOAN FUNDING TRUST-I

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
						



 


A-2-2

















 


EXHIBIT F



NOTICE ESTABLISHING CHANGE IN LENGTH

OF ONE OR MORE AUCTION PERIODS


 


GMAC Education Loan
Funding Trust-I

GMAC ELF Student Loan Asset-Backed Notes

Class          

Auction Rate Securities


 


Notice is hereby
given that
[                             ],
as Broker-Dealer hereby establishes new lengths for one or more Auction Periods
pursuant to the Indenture of Trust, as amended:


 


1.                                       The
change shall take effect on
                      ,
     , the Interest Rate Adjustment Date for the next
Auction Period (the “Effective Date”).


 


2.                                       For
the Auction Period commencing on the Effective Date, the Interest Rate
Adjustment Date shall be
                      ,
     , or the next succeeding Business Day if such
date is not a Business Day.


 


3.                                       For
Auction Periods occurring after the Auction Period commencing on the Effective
Date, the Interest Rate Adjustment Date shall be
[                     (date)
and every
                       (number)
                     (day
of week) thereafter] [every
                        (number)
                        (day
of week) after the date set forth in paragraph 2 above], or the next
Business Day if any such day is not a Business Day; provided, however, that the
length of subsequent Auction Periods shall be subject to further change
hereafter as provided in the Indenture of Trust.


 


4.                                       The
changes described in paragraphs 2 and 3 above shall take place only upon
delivery of this Notice and the satisfaction of other conditions set forth in
the Indenture of Trust and our prior notice dated
                   
regarding the proposed change.


 


5.                                       Terms
not defined in this Notice shall have the meanings set forth in the Indenture
of Trust relating to the
Class              
Notes.


 


	
   

  	
  [BROKER-DEALER], as Broker-Dealer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
								



 

















 


	
  Approved By:

  	
  GMAC EDUCATION LOAN FUNDING TRUST-I

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
						



 


F-2

















 


EXHIBIT G

NOTICE OF CHANGE IN AUCTION DATE


 


GMAC Education Loan
Funding Trust-I

GMAC ELF Student Loan Asset-Backed Notes

Class        

Auction Rate Securities


 


Notice is hereby
given by
[                      ],
as Broker-Dealer for the Auction Rate Securities, that with respect to the
Auction Rate Securities, the Auction Date is hereby changed as follows:


 


1.                                       With
respect to
Class             
Notes, the definition of “Auction Date” shall be deemed amended by substituting
“                        (number)
Business Day” in the second line thereof and by substituting
“                         (number)
Business Days” for “two Business Days” in subsection (d) thereof.


 


2.                                       This
change shall take effect on
                             ,
        which shall be the Auction Date for
the Auction Period commencing on
                  .


 


3.                                       The
Auction Date for the
Class            
Notes shall be subject to further change hereafter as provided in the Indenture
of Trust.


 


4.                                       Terms
not defined in this Notice shall have the meaning set forth in the Indenture of
Trust, as amended, relating to the
Class            Notes.


 


	
   

  	
  [BROKER-DEALER], as Broker-Dealer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title