Exhibit
4.3


 




 





ELIGIBLE LENDER TRUST AGREEMENT


 


 


between


 


 


GMAC EDUCATION LOAN FUNDING TRUST-I


As Issuer


 


 


and


 


 


ZIONS FIRST NATIONAL BANK


As Eligible Lender Trustee


 


 


Dated as of
March 1, 2003




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
  DEFINITIONS
  AND INTENT OF THE PARTIES HERETO

  
	
   

  
	
  Section 1.01.

  	
  Definitions

  
	
  Section
  1.02.

  	
  Intent of the
  Parties Hereto

  
	
   

  
	
  ARTICLE II

  
	
  ACQUISITION OF ELIGIBLE
  LOANS

  
	
   

  
	
  Section 2.01.

  	
  Acquisition

  
	
  Section 2.02.

  	
  Revocation
  and Termination

  
	
   

  
	
  ARTICLE III

  
	
  COVENANTS

  
	
   

  
	
  Section 3.01.

  	
  Administration

  
	
  Section
  3.02.

  	
  Trustee’s
  Duties and Powers

  
	
  Section
  3.03.

  	
  Enforcement
  of the Trustee Guarantee Agreements

  
	
  Section
  3.04.

  	
  Assignment
  of Eligible Loans; Collection of Payments With Respect to Eligible Loans

  
	
  Section 3.05.

  	
  Enforcement of
  Financed Student Loans

  
	
  Section 3.06.

  	
  Enforcement of
  Servicing Agreements

  
	
  Section 3.07.

  	
  Authority
  of Eligible Lender Trustee

  
	
  Section 3.08.

  	
  Power of Attorney to
  Issuer

  
	
   

  
	
  ARTICLE IV

  
	
  CONCERNING THE ELIGIBLE
  LENDER TRUSTEE

  
	
   

  
	
  Section 4.01.

  	
  Acceptance of
  the Trusts

  
	
  Section
  4.02.

  	
  Recitals
  of Others

  
	
  Section 4.03.

  	
  Taxes

  
	
  Section
  4.04.

  	
  Eligible Lender
  Trustee May Act Through Agents

  
	
  Section 4.05.

  	
  Indemnification of
  Eligible Lender Trustee

  
	
  Section 4.06.

  	
  Eligible
  Lender Trustee’s Right to Reliance

  
	
  Section 4.07.

  	
  Compensation of
  Eligible Lender Trustee

  
	
  Section
  4.08.

  	
  Eligible
  Lender Trustee Eligibility

  
	
  Section 4.09.

  	
  Resignation of
  Eligible Lender Trustee

  
	
  Section 4.10.

  	
  Removal of Eligible
  Lender Trustee

  
	
  Section 4.11.

  	
  Successor Eligible Lender
  Trustee

  
	
  Section 4.12.

  	
  Limitation with
  Respect to Examination of Reports

  
	
  Section 4.13.

  	
  Additional
  Covenants of Eligible Lender Trustee

  
	
  Section 4.14.

  	
  Authority
  of Eligible Lender Trustee

  
	
  Section 4.15.

  	
  Sale of Eligible Loans

  
	
  Section 4.16.

  	
  Assignment;
  Corporate Changes in Eligible Lender Trustee

  
	
   

  	
   

  
	
  ARTICLE V

  
	
  REPRESENTATIONS AND
  WARRANTIES

  



 

















 


	
  ARTICLE VI

  
	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section 6.01.

  	
  Eligible Lender
  Trust Agreement Binding upon Successors or Assigns of Eligible Lender Trustee
  and Issuer

  
	
  Section 6.02.

  	
  Effect of Legal Holidays

  
	
  Section
  6.03.

  	
  Partial
  Invalidity

  
	
  Section
  6.04.

  	
  Notices

  
	
  Section 6.05.

  	
  No Petition

  
	
  Section 6.06.

  	
  Law and Place of
  Enforcement of Eligible Lender Trust Agreement; Construction

  
	
  Section 6.07.

  	
  Effect of Article and
  Section Headings and Table of Contents

  
	
  Section
  6.08.

  	
  Amendments

  
	
  Section 6.09.

  	
  Limitation of
  Liability

  
	
   

  	
   

  
	
  EXHIBIT A

  	
  TRUSTEE GUARANTEE
  AGREEMENTS

  



 


ii

















 


ELIGIBLE
LENDER TRUST AGREEMENT


 


THIS ELIGIBLE LENDER TRUST
AGREEMENT, dated as of
March 1, 2003 (this “Eligible Lender Trust Agreement”) is entered into
between GMAC EDUCATION LOAN
FUNDING TRUST-I, a Delaware statutory trust (the “Issuer”) and ZIONS FIRST
NATIONAL BANK, a national banking association organized and
operating under the laws of the United States of America, as eligible lender
trustee (the “Eligible Lender Trustee”):


 


W I T N E S S E T
H:


 


WHEREAS, the
Issuer is conducting and administering a program of acquiring student loans
incurred under the Higher Education Act, under which it issues notes or other
obligations to finance the purchase of such loans; and


 


WHEREAS, certain
contracts and agreements have been and will be entered into with the Secretary
and the Guarantee Agencies to provide an insurance or guarantee program for
student loans incurred under the Higher Education Act; and


 


WHEREAS, the
Guarantee Agencies have entered into agreements with the Secretary for the
payment by the Secretary of amounts authorized to be paid pursuant to the
Higher Education Act, including reimbursement of certain amounts to be paid
upon certain defaulted student loans guaranteed by such Guarantee Agencies and
interest subsidy payments to holders of loans guaranteed by such Guarantee
Agencies; and


 


WHEREAS, the
Eligible Lender Trustee is willing to act as the “eligible lender” on behalf of
the Issuer so that the Issuer may conduct and administer its program of
acquiring Eligible Loans; and


 


WHEREAS, upon the
execution and delivery of this Eligible Lender Trust Agreement, the Issuer will
acquire Eligible Loans for which the Eligible Lender Trustee shall be the legal
owner and the Issuer shall be the beneficial owner and the Issuer will finance
the acquisition of additional Eligible Loans which will become Financed Student
Loans, as defined in the Indenture, for which the Eligible Lender Trustee shall
be the legal owner and the Issuer shall be the beneficial owner, all of which
Financed Student Loans are or will be held under the Indenture; and


 


WHEREAS, the
Eligible Lender Trustee, as trustee for this trust of which the Issuer is the
sole beneficiary, shall be legal owner of the Financed Student Loans and is an
“eligible lender” under the Higher Education Act, and the Issuer shall be the
beneficial owner of such Financed Student Loans;


 


NOW, THEREFORE,
THE PARTIES AGREE AS FOLLOWS:


 


That the Issuer
and the Eligible Lender Trustee in consideration of the premises and of other
good and lawful consideration, the receipt of which is hereby acknowledged, and
the performance and observance of all of the covenants and conditions herein
contained, have executed and delivered this Eligible Lender Trust Agreement,
and by these presents the Issuer


 

















 


does hereby assign,
transfer, set over and confirm unto the Eligible Lender Trustee, its successor
or successors and its or their assigns, for the benefit of the Issuer, the
Trust Estate, as defined in the Indenture:


 


ARTICLE I


 


DEFINITIONS
AND INTENT OF THE PARTIES HERETO


 


Section
1.01.  Definitions.  Unless the context shall clearly indicate
some other meaning or may otherwise require, the capitalized terms used herein
shall, for all purposes of this Eligible Lender Trust Agreement and of any
agreement or other instrument amendatory hereof or supplemental hereto, have
the meanings herein specified or have the meanings assigned to them in the
Indenture:


 


“Eligible
Lender” means any “eligible lender,” as defined in the Higher
Education Act, and which has received an eligible lender designation from the
Secretary or from the Guarantee Agency with respect to Eligible Loans.


 


“Express
Duties” means all duties of the Eligible Lender Trustee set forth herein,
including, but not limited to, instructions of the Issuer set forth in Issuer
Requests, Issuer Orders, Issuer Certificates and Issuer Consents.


 


“Federal
Contracts” means, collectively, any agreement between any Guarantee
Agency and the Secretary of Education providing for the payment by the
Secretary of Education of amounts authorized to be paid pursuant to the Higher
Education Act, including but not necessarily limited to reimbursement of
amounts paid or payable upon defaulted Financed Student Loans and other student
loans guaranteed by any Guarantee Agency and federal interest subsidy payments
and Special Allowance Payments, if applicable, to holders of qualifying student
loans guaranteed by any Guarantee Agency.


 


“Fiscal Year”
means the fiscal year of the Issuer which presently begins January 1 of
each year and ends December 31 of the following year.


 


“Higher
Education Act” means Title IV, Parts B, F and G of the Higher
Education Act of 1965, as amended or supplemented from time to time, and all regulations
and guidelines promulgated thereunder.


 


“Indenture”
means the Indenture of Trust dated as of March 1, 2003, between the Issuer
and the Indenture Trustee, as it may be supplemented or amended.


 


“Indenture
Trustee” means Zions First National Bank, in its capacity as trustee
under the Indenture, and its successors and assigns.


 


“Interest
Benefit Payments” means interest payments on Eligible Loans received
pursuant to the Higher Education Act and an agreement with the federal
government, or any similar payments.


 


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“Issuer
Representative” means those individuals authorized to act for the
Administrator, as set forth in a list of Authorized Officers delivered by the
Administrator to the Indenture Trustee, as such list may be amended from time
to time by the Administrator.


 


“Issuer
Request,” “Issuer Order,” “Issuer Certificate” and “Issuer
Consent” mean, respectively, a written request, order, certificate
or consent signed in the name of the Issuer by an Issuer Representative and
delivered to the Eligible Lender Trustee by overnight or same-day mail or
courier, facsimile, telegram or other electronic means or by hand delivery.


 


“Person”
means any individual, corporation, partnership, joint venture, association,
joint stock corporation, trust, unincorporated organization or government or
any agency or political subdivision thereof.


 


“Program”
means shall mean the Issuer’s program for the purchase of Eligible Loans, as
the same may be modified from time to time.


 


“Secretary of
Education” or “Secretary” means the Commissioner of
Education and the Secretary of the United States Department of Education (who
succeeded to the functions of the Commissioner of Education pursuant to the
Department of Education Organization Act), or any successor to the functions
thereof under the Higher Education Act.


 


“Servicer”
shall have the meaning assigned to such term in the Indenture.


 


“Servicing
Agreement” shall have the meaning assigned to such term in the
Indenture.


 


“Special
Allowance Payments” shall have the meaning assigned to such term in
the Indenture.


 


“Trustee
Guarantee Agreement” means the Eligible Lender Trustee’s Guarantee
Agreement with each Guaranty Agency with respect to the Financed Student Loans.


 


Section 1.02.  Intent of the Parties Hereto.  This Eligible Lender Trust Agreement and all
documents, agreements, understandings and arrangements relating to this
Eligible Lender Trust Agreement which are executed by the Eligible Lender
Trustee have been executed by the Eligible Lender Trustee solely for the
purpose of having the legal title to the Financed Student Loans held by an
“eligible lender” under the Higher Education Act, and the Issuer hereby agrees
that the Eligible Lender Trustee shall be accorded protection satisfactory to
the Eligible Lender Trustee for its limited role herein in holding legal title
to the Financed Student Loans pursuant to the indemnity herein and that the
Eligible Lender Trustee (its officers, directors, employees and agents) shall
not have any liability thereunder or hereunder except as expressly set forth
herein, including, without limitation, liability which may be incurred as a
result of actions or inactions of the Issuer and any Servicer, subject to the
terms of applicable laws, rules and regulations.  All indicia of ownership, including but not limited to the
management, acquisition, sale, investment transfer or collection of income and
revenue on the Eligible Loans shall be vested in the Issuer.  The Issuer agrees that it will not seek
recourse or commence any action against the Eligible Lender Trustee (or its
officers, directors, employees or agents) or any of their personal assets for
the performance or payment of any obligation thereunder or hereunder; provided
that the Eligible Lender Trustee shall be liable for its negligence and willful
misconduct in the performance of its


 


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Express Duties
hereunder.  The parties hereto intend
that this Eligible Lender Trust Agreement is for their benefit only and not for
the benefit of any third party, except that the Issuer shall assign its
interest in this Eligible Lender Trust Agreement to the Indenture Trustee
pursuant to the Indenture.  The parties
hereto agree that each and every provision of this Eligible Lender Trust
Agreement is subject to this paragraph.


 


To the extent the
Eligible Lender Trustee and the Indenture Trustee are the same party, all
receipts, disbursements, certificates or Issuer
Orders/Requests/Certificates/Consents to the Eligible Lender Trustee shall be
deemed to have been received, disbursed or delivered if given to or performed
by the Indenture Trustee.


 


ARTICLE II


 


ACQUISITION
OF ELIGIBLE LOANS


 


Section
2.01.  Acquisition.  The Eligible Lender Trustee shall, from time
to time, acquire Eligible Loans upon receipt of a Student Loan Acquisition
Certificate which shall contain a certification that the loans to be acquired
are Eligible Loans and which shall identify such loans, with funds held by the
Indenture Trustee pursuant to the Indenture. 
Such Student Loan Acquisition Certificate shall contain a certification
that the loans to be acquired are Eligible Loans under the Indenture from which
such funds are obtained, shall identify such loans, and shall be substantially
in the form attached as Exhibit A to the Indenture.  All Issuer Requests shall conform with the
provisions of the Indenture and the Issuer will provide such assurances as the
Eligible Lender Trustee may reasonably request that any Issuer Request complies
with the provisions of the Indenture. 
The Eligible Lender Trustee will hold legal title to such Financed
Student Loans in trust hereunder for the sole benefit of the Issuer, but such
interest of the Issuer (and the Eligible Lender Trustee’s legal interest therein)
have and will be assigned to the Indenture Trustee under the Indenture.  The Issuer hereby represents and warrants it
shall direct the Eligible Lender Trustee to acquire only Eligible Loans that
are Guaranteed by a Guarantee Agency with respect to which the Eligible Lender
Trustee has entered into a Trustee Guarantee Agreement.  Attached, as Exhibit A (which may be amended
and supplemented from time to time upon the written direction of the Issuer) is
a listing of the Trust Guarantee Agreements.   
The Eligible Lender Trustee shall, to the extent it has such actual
knowledge within its corporate trust department, notify the Issuer with respect
to rejections and repurchases of such Financed Student Loans.


 


Section 2.02.  Revocation and Termination.  Subject to Section 4.10 hereof, the
Issuer may, by Issuer Order delivered to the Eligible Lender Trustee, revoke
this Eligible Lender Trust Agreement in whole or in part.  Upon receipt of such Issuer Order, the Eligible
Lender Trustee shall transfer to the order of the Issuer all Financed Student
Loans held hereunder, and the trust created hereby shall thereupon terminate
(except that the obligations of the Issuer under Section 4.05 hereof shall
survive such termination).


 


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ARTICLE III


 


COVENANTS


 


Section
3.01.  Administration.  The Issuer shall cause the Trust Estate to
be administered so as to allow the Eligible Lender Trustee to obtain the
benefits of the Trustee Guarantee Agreements and Federal Contracts and the
right to receive Interest Benefit Payments and Special Allowance Payments with
respect to Financed Student Loans.  Any
amounts received or to be received by the Eligible Lender Trustee shall be
deposited directly with the Indenture Trustee. 
The Eligible Lender Trustee shall have no liability for actions taken at
the direction of the Issuer.  The
Eligible Lender Trustee shall have no liability for any action or inaction
hereunder, except for its negligence or willful misconduct in the performance
of its Express Duties hereunder.  The
Eligible Lender Trustee shall not be responsible for any action or inaction of
the Issuer or any Servicer under this Eligible Lender Trust Agreement.  The Eligible Lender Trustee shall have no
obligation to administer, service or collect the Financed Student Loans or to
maintain or monitor the administration, servicing or collection of the Financed
Student Loans.


 


Section 3.02.  Trustee’s Duties and Powers.  The Eligible Lender Trustee and any
successor trustee or trustees shall have only the following powers and duties:


 


(a)                                  Upon
receipt of written instructions from the Issuer, the Eligible Lender Trustee
shall execute and deliver all written instruments and take any and all other
actions that Issuer may direct in order to (i) maintain all Federal Contracts
covering the Financed Student Loans, (ii) enter into and take other actions
with respect to further agreements as required by the Issuer for the benefit of
the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee
under all such Federal Contracts and other agreements.


 


(b)                                 Upon
receipt of written instructions from the Issuer, the Eligible Lender Trustee
shall execute and deliver all written instruments and take any and all other
actions as may be, in the judgment of the Issuer, required from time to time in
connection with the application for and receipt of all payments described in
this Eligible Lender Trust Agreement.


 


(c)                                  The
Eligible Lender Trustee shall report to the Issuer all claims for which it has
received written notice of, for taxes, insurance premiums and other legal
assessments, debts, charges or claims of any type made against any money or
other assets belonging to the Trust Estate, or which may be due and owing in
connection with the Trust Estate.  When
directed in writing by the Issuer, the Eligible Lender Trustee shall satisfy
approved claims out of any money belonging to the Trust Estate.


 


(d)                                 Upon
receipt of written instructions from the Issuer, the Eligible Lender Trustee
shall compromise, settle, arbitrate or defend any claim or demand in favor of
or against the Issuer or the Trust Estate, and shall enter upon such contracts
and agreements and make such compromises of debts, claims or controversies
respecting the Trust Estate as Issuer shall direct by written instructions to
Eligible Lender Trustee.


 


5

















 


(e)                                  Subject
to the other provisions of this Eligible Lender Trust Agreement, without the
Eligible Lender Trustee’s express written consent, the Issuer may not assign,
pledge, hypothecate, encumber or otherwise transfer, directly or indirectly,
all or any part of its interest in the Trust Estate, voluntarily or
involuntarily.


 


The Eligible
Lender Trustee shall have no liability for actions taken at the direction of
the Issuer.  The Eligible Lender Trustee
shall have no liability for any action or inaction hereunder, except for its
negligence or willful misconduct in the performance of its Express Duties
hereunder.  The Eligible Lender Trustee shall
not be responsible for any action or inaction of the Issuer or any Servicer
under this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall
have no obligation to administer, service or collect the Eligible Loans or to
maintain or monitor the administration, servicing or collection of the Financed
Student Loans.  The Eligible Lender
Trustee shall not be required to expend any of its own funds in connection with
this Eligible Lender Trust Agreement or its duties hereunder or under any related
documents or agreements pertaining to the Trust Estate.


 


Section 3.03.  Enforcement of the Trustee Guarantee Agreements.  The Issuer will be responsible for dealing
with the Guarantee Agencies with respect to the rights, benefits and
obligations under Trustee Guarantee Agreements as they relate to Financed
Student Loans.


 


Section 3.04.  Assignment of Eligible Loans; Collection
of Payments With Respect to Eligible Loans.  The Issuer shall diligently or cause a
Servicer to diligently make every effort to make claim for and to collect all
principal and interest payments on all the Financed Student Loans, all grants,
subsidies, donations, insurance payments, Interest Benefit Payments and Special
Allowance Payments relating to Financed Student Loans and all Guarantee
payments on defaulted Financed Student Loans as required under the Indenture
with respect to Financed Student Loans. 
The Issuer shall cause the Servicer to assign such Financed Student
Loans to the Eligible Lender Trustee for payment of Guarantee benefits at the
earliest practicable date permitted under applicable law and regulations.  The Issuer will comply with the Higher
Education Act and all statutes, rules and regulations which apply to its
Program and to the Financed Student Loans.


 


The Issuer shall
take all reasonable actions within its power to cause the Secretary to make all
Interest Benefit Payments and Special Allowance Payments with respect to the
Financed Student Loans, all payments to be made with respect to the Financed
Student Loans by the obligors thereof and all payments to be made under
Guarantees of Financed Student Loans.


 


Section 3.05.  Enforcement of Financed Student
Loans.  The Issuer shall
cause to be diligently enforced, and shall cause to be taken all reasonable
steps, actions and proceedings necessary or appropriate for the enforcement of
all terms, covenants and conditions of all Financed Student Loans and
agreements in connection therewith, including the prompt payment of all
principal and interest payments and all other amounts due thereunder, as
provided in the Indenture.


 


Section 3.06.  Enforcement of Servicing Agreements.  The Issuer shall cause to be diligently
enforced, and shall cause to be taken all reasonable steps, actions and
proceedings necessary or appropriate for the enforcement of all terms,
covenants and conditions of all


 


6

















 


Servicing
Agreements, including the prompt payment of all principal and interest payments
and all other amounts due thereunder, including all grants, subsidies,
donations, insurance payments, Interest Benefit Payments and Special Allowance
Payments on Financed Student Loans, and all Guarantee payments on defaulted
Financed Student Loans, as provided in the Indenture.


 


The Issuer shall,
or shall cause the Servicer to, at least annually (and upon the written request
of the Eligible Lender Trustee) provide the Eligible Lender Trustee with a list
of all Eligible Loans originated, acquired, maintained or held under Eligible
Lender Number 833955.


 


Section 3.07.  Authority of Eligible Lender Trustee.  Notwithstanding anything herein, the
Eligible Lender Trustee has any and all power, right and authority, where
permitted by law and regulation, to realize on any Guarantee of the Financed
Student Loans under the Trustee Guarantee Agreement.


 


Section
3.08.  Power of
Attorney to Issuer.  The Eligible Lender Trustee hereby does make, constitute and
appoint the Issuer as its true and lawful agent and attorney for it and in its
name, place and stead, from time to time, at all times until this Eligible
Lender Trust Agreement is terminated, to exercise and enforce the rights of the
Eligible Lender Trustee to make claim for and collect all payments due on
Financed Student Loans pursuant to Section 3.03 hereof (provided that such
payments in respect of collections, go to the Indenture Trustee) and the Issuer
does hereby accept such appointment to exercise and enforce such rights.


 


ARTICLE IV


 


CONCERNING
THE ELIGIBLE LENDER TRUSTEE


 


Section 4.01.  Acceptance of the Trusts.  The Issuer hereby appoints the Eligible
Lender Trustee to act as its “eligible lender trustee” to hold legal title to
the Financed Student Loans pursuant to the Higher Education Act, the Indenture
and this Eligible Lender Trust Agreement. 
The Eligible Lender Trustee shall hold legal title to the Financed
Student Loans, for the benefit of the Issuer, subject to the pledge of the
Indenture, pursuant to the Higher Education Act, the Indenture and this
Eligible Lender Trust Agreement.  The
Eligible Lender Trustee hereby accepts the trusts granted to it by this
Eligible Lender Trust Agreement and agrees to perform said trusts, but only
upon and subject to the following express terms and conditions:


 


(a)                                  The
Eligible Lender Trustee undertakes to perform such duties and only such duties
as are specifically set forth in this Eligible Lender Trust Agreement, and no
implied covenants or obligations shall be read into this Eligible Lender Trust
Agreement against the Eligible Lender Trustee.


 


(b)                                 In
the absence of bad faith on its part, the Eligible Lender Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Eligible Lender Trustee and conforming to the requirements of this Eligible
Lender Trust Agreement; but in the case of any such certificates or opinions
which by any provisions hereof are specifically required to be furnished to the
Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to
examine the same to determine whether or not they conform as to form


 


7

















 


with the requirements of this Eligible Lender Trust
Agreement and whether or not they contain the statements required under this
Eligible Lender Trust Agreement.


 


(c)                                  The
Eligible Lender Trustee, in exercising the rights and powers vested in it by
this Eligible Lender Trust Agreement, shall use the same degree of care and
skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.


 


Section
4.02.  Recitals of Others.  The recitals, statements, and
representations of the Issuer set forth herein shall be taken as the statements
of the Issuer, and the Eligible Lender Trustee assumes no responsibility for
the correctness of the same or for inquiring with respect thereto.  The Eligible Lender Trustee makes no
representations as to the title of the Issuer in Financed Student Loans, and
the Eligible Lender Trustee shall incur no responsibility in respect of such
matters.


 


Section
4.03.  Taxes.  The Eligible Lender Trustee shall
not be liable for failure of the Issuer to pay any tax or taxes in respect of
any property, or any part thereof, or the income therefrom or otherwise, nor
shall the Eligible Lender Trustee be under any duty in respect of any tax which
may be assessed against it in respect of such property or the Financed Student
Loans.


 


Section 4.04.  Eligible Lender Trustee May Act Through
Agents.  The
Eligible Lender Trustee may execute any of the trusts or powers hereof and
perform any duty hereunder, either itself or by or through its attorneys,
agents, or employees, and it shall not be answerable or accountable for any
default, neglect, or misconduct of any such attorneys, agents, or employees, if
reasonable care has been exercised in the appointment, supervision, and
monitoring of the work performed.


 


Section
4.05.  Indemnification of Eligible
Lender Trustee.  Subject to the provisions and the limitations
set forth in the Indenture, the Issuer agrees to indemnify the Eligible
Lender Trustee for, and to hold it harmless against, any loss, liability, or
expenses incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this Eligible Lender
Trust Agreement (including without limitation any such losses, liability or
expenses arising from a breach of a representation, warranty or covenant in any
Servicing Agreement, Custodian Agreement or Trustee Guarantee Agreement),
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.  Such
indemnification by Issuer shall survive the termination of this Eligible Lender
Trust Agreement and shall include, without limitation, any loss, liability,
expense or advance incurred or made by the Eligible Lender Trustee as a result
of the acts or omissions of any party in the origination or servicing of any of
the Eligible Loans.


 


Section 4.06.  Eligible Lender Trustee’s Right to Reliance.  The
Eligible Lender Trustee shall be protected in acting upon any notice,
resolution, request, consent, order, certificate, report, appraisal, opinion,
or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties. 
The Eligible Lender Trustee may, whenever it determines in good faith
that it must seek further determination or interpretation of any matters
hereunder, consult with experts and with counsel (who may be 


 


8

















 


counsel for the
Issuer, the Indenture Trustee or the Eligible Lender Trustee), and the opinion
of such counsel shall be full and complete authorization and protection in
respect of any action taken or suffered, and in respect of any determination
made by it hereunder in good faith and in accordance with the opinion of such
counsel.


 


Whenever in the
administration hereof the Eligible Lender Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering, or omitting any
action hereunder, the Eligible Lender Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely
upon a certificate signed by an Issuer Representative.


 


The Eligible
Lender Trustee shall not be liable for any action taken, suffered, or omitted
by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it hereby; provided, however,
that the Eligible Lender Trustee shall be liable for its negligence or willful
misconduct in taking such action.


 


The Eligible
Lender Trustee is authorized to sell, assign, transfer, convey or repurchase
Eligible Loans in accordance with this Eligible Lender Trust Agreement and the
Indenture, provided that no such Eligible Loan may be sold, assigned,
transferred, or conveyed to any Person who is not an “eligible lender” under
the Higher Education Act.  The Eligible
Lender Trustee is further authorized to enter into agreements with other
Persons, in its capacity as Eligible Lender Trustee, in order to carry out or
implement the terms and provisions of this Eligible Lender Trust Agreement.


 


Section 4.07.  Compensation of Eligible Lender
Trustee.  The Issuer shall pay to the Eligible Lender
Trustee, from the Revenue Fund and as defined in the definition of Trustee
Fees, reasonable compensation for all services, reasonable fees, expenses
(including counsel fees), charges and other disbursements incurred in and about
the administration and execution of this Eligible Lender Trust Agreement.  The Eligible Lender Trustee may not change
the amount of its annual compensation with respect to this Eligible Lender
Trust Agreement without giving the Issuer, the Administrator and the Rating
Agencies at least 90 days’ written notice prior to the beginning of a Fiscal
Year.


 


Section 4.08.  Eligible Lender Trustee Eligibility.


 


(a)                                  There
shall at all times be an Eligible Lender Trustee hereunder which shall be a
corporation or national bank association organized and doing business under the
laws of the United States of America or of any state thereof, authorized under
such laws to exercise corporate trust powers and shall be an Eligible Lender
under the Higher Education Act and the regulations of any Guarantee Agency and
acceptable to the Issuer.


 


(b)                                 The
Eligible Lender Trustee, by the execution hereof, covenants, represents and
agrees that:


 


(1)                                  it
is an Eligible Lender as defined in the Higher Education Act and has received
an Eligible Lender designation and that it will remain an Eligible Lender;


 


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(2)                                  it
shall use eligible lender number 833955, which shall be the Eligible Lender
Trustee’s eligible lender number for Financed Student Loans which it owns as
legal owner for the Issuer as beneficial owner hereunder; and


 


(3)                                  it
shall be responsible for the preservation of the supporting documents submitted
to and received by it relating to Financed Student Loans, if any; provided,
however, that the separate Servicer of the Financed Student Loans shall be
responsible for such preservation of the Financed Student Loans and supporting
documents in accordance with the Custodian Agreements to the extent and during
the period that the Servicer holds such documents.


 


(c)                                  The
parties hereto recognize that the Eligible Lender Trustee has contractual
obligations with the Guarantee Agency which must be maintained and preserved in
order for the Eligible Lender Trustee to remain as Eligible Lender Trustee, and
the Eligible Lender Trustee agrees to maintain the same.


 


Section 4.09.  Resignation of Eligible Lender
Trustee.  The Eligible Lender Trustee and any successor
to the Eligible Lender Trustee may resign and be discharged from the trust
created by this Eligible Lender Trust Agreement by giving to the Issuer notice
in writing which notice shall specify the date on which such resignation is to
take effect; provided, however, that such resignation shall only take effect on
the day specified in such notice if a successor Eligible Lender Trustee shall
have been appointed pursuant to Section 4.11 hereof (and is qualified to
be the Eligible Lender Trustee under the requirements of Section 4.11
hereof).  If no successor
Eligible Lender Trustee has been appointed by the date specified or within a
period of 90 days from the receipt of the notice by the Issuer, the Eligible
Lender Trustee may (a) appoint a temporary successor Eligible Lender
Trustee having the qualifications provided in Section 4.11 hereof or
(b) request a court of competent jurisdiction to (i) require the
Issuer to appoint a successor, as provided in Section 4.11 hereof, within
three days of the receipt of citation or notice by the court, or
(ii) appoint an Eligible Lender Trustee having the qualifications provided
in Section 4.11 hereof.  In no
event may the resignation of the Eligible Lender Trustee be effective until a
qualified successor Eligible Lender Trustee shall have been selected and
appointed.  In the event a temporary
successor Eligible Lender Trustee is appointed pursuant to clause (a)
above, the Issuer may remove such temporary successor Eligible Lender Trustee
and appoint a successor thereto pursuant to Section 4.11 hereof.


 


Section
4.10.  Removal of
Eligible Lender Trustee. 
The Eligible Lender Trustee or any successor Eligible Lender
Trustee may be removed at any time by the Issuer upon payment to the Eligible
Lender Trustee so removed of all money then due to it hereunder, as set forth
in Section 4.07 hereof, and appointment of a successor thereto by the Issuer
and acceptance thereof by said successor. 
In the event an Eligible Lender Trustee (or successor Eligible Lender
Trustee) is removed such removal shall not become effective until the Issuer
shall have appointed a successor and the successor Eligible Lender Trustee has
accepted appointment as such.


 


Section
4.11.  Successor
Eligible Lender Trustee.  In case at any time the Eligible Lender Trustee or any successor
Eligible Lender Trustee shall resign, be dissolved, or otherwise shall be
disqualified to act or be incapable of acting, or in case control of the
Eligible Lender Trustee or of any successor Eligible Lender Trustee or of its
officers shall be taken over by any


 


10

















 


public officer or
officers, a successor Eligible Lender Trustee may be appointed by the Issuer by
an instrument in writing.


 


Every successor Eligible Lender Trustee shall be a
bank or trust company in good standing, organized and doing business under the
laws of the United States or of a state therein, which has a reported capital
and surplus of not less than $20,000,000, be authorized under the law to
exercise corporate trust powers, be subject to supervision or examination by a
federal or state agency, and be an Eligible Lender.


 


Section 4.12.  Limitation with Respect to
Examination of Reports.  Except
as expressly provided in this Eligible Lender Trust Agreement, the Eligible
Lender Trustee shall be under no duty to examine any report or statement or
other document required or permitted to be filed with it by the Issuer.  If the Eligible Lender Trustee receives any
notice or communication of any type, whether via telephone, facsimile, personal
delivery or otherwise, it shall notify the Issuer by whatever means it chooses,
which notice shall be confirmed in writing, as soon as practicable at the
notice address for the Issuer set forth in Section 5.04.  The Eligible Lender Trustee shall have no
duty to verify whether the information contained in such notice it receives is
accurate, material or relevant, its only duty to pass on any such notice that
it receives.


 


The Issuer
covenants, represents and agrees that it shall, on behalf of the Eligible
Lender Trustee, be responsible for the preservation of the supporting documents
submitted to and received by it relating to the Eligible Loans.


 


Section 4.13.  Additional Covenants of Eligible
Lender Trustee.  The
Eligible Lender Trustee, by the execution hereof, covenants, represents and
agrees that:


 


(a)                                  this
Eligible Lender Trust Agreement and all documents, agreements, understandings
and arrangements relating to this Eligible Lender Trust Agreement which are
executed by the Eligible Lender Trustee have been executed by the Eligible
Lender Trustee solely for the purpose of having the legal title to the Financed
Student Loans held by an “eligible lender” under the Higher Education Act, and
the Issuer hereby agrees that the Eligible Lender Trustee shall be accorded the
protection set forth in Section 4.05 hereof for its limited role herein
pursuant to the indemnity herein and that the Eligible Lender Trustee (its
officers, directors, employees and agents) shall not have any liability
thereunder or hereunder except as expressly set forth herein, including,
without limitation, liability which may be incurred as a result of actions or
inactions of the Issuer or the Servicer of the Financed Student Loans, subject
to the terms of applicable laws, rules and regulations;


 


(b)                                 it
will comply with the Higher Education Act and the regulations promulgated
thereunder and will, upon written notice from the Issuer, the Secretary, or the
Guarantee Agency, and upon receipt of an Issuer Order directing the Eligible
Lender Trustee, shall cause this Eligible Lender Trust Agreement to be amended
if the Higher Education Act or regulations promulgated thereunder are hereafter
amended so as to be contrary to the terms of this Eligible Lender Trust
Agreement;


 


11

















 


(c)                                  it
will, from and after it shall have either entered into, or succeeded to the
rights and interests of any Eligible Lender under any Guarantee Agreement
covering Financed Student Loans, maintain the same and diligently enforce its
rights thereunder, and not consent to or permit any rescission of or consent to
any amendment thereto or otherwise take any action under or in connection
therewith which in any manner would adversely affect the rights of the Issuer
or the parties secured by the Indenture; and


 


(d)                                 notwithstanding
any other provision of this Eligible Lender Trust Agreement or other documents
pertaining to the Notes or the Financed Student Loans, nothing herein or
therein shall be construed to limit the responsibility of the Eligible Lender
Trustee to the Secretary of Education or a Guarantor as required under, or to
comply with its obligations under, the Higher Education Act and the regulations
promulgated thereunder.


 


Section 4.14.  Authority of Eligible Lender Trustee.  Notwithstanding anything herein, the
Eligible Lender Trustee has any and all power, right and authority, where
permitted by law and regulation, to realize on any Guarantee Agreement with
respect to any Financed Student Loan.


 


Section
4.15.  Sale of
Eligible Loans.  At the written direction of the Issuer (so
long as the Issuer certifies no Event of Default exists under the Indenture),
or if an Event of Default exists under the Indenture as directed by the
Indenture Trustee, the Eligible Lender Trustee shall sell Financed Student Loans
to designated purchasers.  The
Financed Student Loans shall not be sold to any Person unless such Person is an
Eligible Lender.


 


Section 4.16.  Assignment; Corporate Changes in
Eligible Lender Trustee.  Any
bank, corporation or other entity into which the Eligible Lender Trustee may be
merged or converted or with which it may be consolidated; any bank, corporation
or other entity resulting from any merger, conversion or consolidation to which
the Eligible Lender Trustee shall be a party; and any bank, corporation or
other entity to which the Eligible Lender Trustee’s rights and obligations
hereunder are assigned, shall be the Eligible Lender Trustee under this
Eligible Lender Trust Agreement without any further act; provided the resulting
bank, corporation, assignee or other entity at all times meets the
qualifications set forth herein.


 


ARTICLE V


 


REPRESENTATIONS
AND WARRANTIES


 


Each party hereto
represents and warrants to the other party (a) that it is authorized to enter
into and perform its obligations under this Eligible Lender Trust Agreement;
(b) that the official executing this Eligible Lender Trust Agreement on behalf
of such party is authorized to bind such party hereto; (c) that execution and
performance of this Eligible Lender Trust Agreement does not violate any other
agreement by which it is bound, or constitute a default under any other such
agreement, and will not, with the passage of time, constitute such a default;
and (d) that this Eligible Lender Trust Agreement constitutes a valid agreement
of such party binding and enforceable.


 


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ARTICLE VI


 


MISCELLANEOUS


 


Section 6.01.  Eligible Lender Trust Agreement
Binding upon Successors or Assigns of Eligible Lender Trustee and Issuer.  All the terms, provisions, conditions,
covenants, warranties and agreements contained in this Eligible Lender Trust
Agreement shall be binding upon the successors and assigns of the Issuer and
the Eligible Lender Trustee, and shall inure to the benefit of the Eligible
Lender Trustee and its successor and assigns and the Issuer, its successors or
substitutes in trust and assigns.  The
Eligible Lender Trustee acknowledges that the Issuer may assign its beneficial
rights hereunder in Financed Student Loans and payments related thereto to the
Indenture Trustee without consent of the Eligible Lender Trustee.


 


Section
6.02.  Effect of
Legal Holidays. 
Whenever this Eligible Lender Trust Agreement requires any action to be
taken on a day which is not a Business Day, such action shall be taken on the
next succeeding Business Day with the same force and effect as if taken on such
day.


 


Section
6.03.  Partial Invalidity.  If any one or more of the covenants or
agreements or portion thereof provided in this Eligible Lender Trust Agreement
on the part of the Issuer or the Eligible Lender Trustee to be performed should
be determined by a court of competent jurisdiction to be contrary to law, then
such covenant or covenants, or such agreement or agreements, or such portions
thereof, shall be deemed severable from the remaining covenants and agreements
provided in this Eligible Lender Trust Agreement and the invalidity thereof
shall in no way affect the validity of the other provisions of this Eligible
Lender Trust Agreement hereunder and under any applicable provisions of law.


 


Section
6.04.  Notices.  Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including facsimile communication) and mailed or delivered or sent by
facsimile, if to the Eligible Lender Trustee, at the corporate trust office of
the Eligible Lender Trustee in Denver, Colorado which at the date of this
Eligible Lender Trust Agreement is located at 717 Seventeenth Street, Suite
301, Denver, Colorado 80202 Attention: Corporate Trust Department (telephone
(720) 947-7475, facsimile (720) 947-7480), or at such other address as may have
been filed in writing by the Eligible Lender Trustee; if to the Issuer, to c/o
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: 
Corporate Trust Administration (telephone (302) 651-1000; facsimile
(302) 636-4140), with a copy to the Administrator, GMAC Commercial Holding
Capital Corp., Attention: Ronald W. Page, 1801 California Street, Suite 3700,
Denver, Colorado 80202 (telephone (303) 293-8500; facsimile
(303) 294-3280), or to the Issuer at such other address as may have been
filed in writing by the Issuer.  All
such notices and communications shall be effective (a) if given by
facsimile, when transmitted, (b) if given by mail, when deposited in the
mail addressed as aforesaid, and (c) if given by other means, when
delivered at the address specified as aforesaid.  Any notice required to be given in writing shall be deemed to be
in writing if given by telex, facsimile or other method which produces a
written record.  If the Eligible Lender
Trustee receives any notice or communication of any type, whether via telephone,
facsimile, personal delivery or otherwise, it shall notify the Issuer by
whatever means it chooses, which notice shall be confirmed in writing, as soon
as practicable at 


 


13

















 


the notice address
for the Issuer set forth in this Section 5.04. 
The Eligible Lender Trustee shall have no duty to verify whether the
information contained in such notice it receives is accurate, material or
relevant, its only duty to pass on any such notice that it receives.


 


Section
6.05.  No
Petition.  The Eligible Lender
Trustee will not at any time institute against the Issuer any bankruptcy
proceeding under any United States federal or State bankruptcy or similar law
in connection with any obligations of the Issuer under this Eligible Lender
Trust Agreement.


 


Section
6.06.  Law and
Place of Enforcement of Eligible Lender Trust Agreement;
Construction.  This Eligible
Lender Trust Agreement shall be construed and interpreted in accordance with
the laws of the State of Colorado.


 


Section
6.07.  Effect of
Article and Section Headings and Table of Contents.  The heading or titles of the several
Articles and Sections hereof, and any table of contents appended hereto, shall
be solely for convenience of reference and shall not affect the meaning or
construction, interpretation or effect of this Eligible Lender Trust Agreement.


 


Section
6.08.  Amendments.  The Issuer and the Eligible Lender Trustee,
from time to time, may amend this Eligible Lender Trust Agreement subject to
any provisions to the contrary herein and after giving 30 days written notice
to the Rating Agencies.


 


Section 6.09.  Limitation
of Liability.  It is
expressly understood and agreed by the parties hereto that (a) this
Eligible Lender Trust Agreement is executed and delivered by Wilmington Trust
Company, 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;
(b) each of the representations, undertakings and agreement herein made on
the part of the Issuer is made and intended not as personal representations,
undertakings and agreements by Wilmington Trust Company but is made and
intended for the purpose of binding only the Issuer; (c) nothing herein
contained shall be construed as creating any liability on Wilmington Trust
Company, individually or personally, to perform any covenant either expressed
or implied contained herein, all such liability, if any, being expressly waived
by the parties hereto and by any Person claiming by, through or under the
parties hereto; and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Issuer or be liable for the breach or failure of any obligations,
representation, warranty or covenant made or undertaken by the Issuer under
this Eligible Lender Trust Agreement.


 


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IN WITNESS
WHEREOF, GMAC EDUCATION LOAN FUNDING
TRUST-I has caused this Eligible Lender Trust Agreement to be signed
in its name and on its behalf by the Delaware Trustee and ZIONS FIRST NATIONAL BANK, to
evidence its acceptance of the trusts hereby created, and has caused this
Eligible Lender Trust Agreement to be signed in its name and on its behalf by
one of its officers thereunto duly authorized.


 


	
   

  	
  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,
  as

  Eligible Lender Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ David W.
  Bata

  
	
   

  	
   

  	
  David W. Bata

  
	
   

  	
   

  	
  Vice President

  



 


15

















 


EXHIBIT A


 


TRUSTEE
GUARANTEE AGREEMENTS


 


A.                                    Great Lakes Higher Education Guaranty Corporation


 


B.                                    Massachusetts Higher Education Assistance
Corporation


 


C.                                    Northwest Education Loan Association


 


A-1