Exhibit
4.1


 




 


 





INDENTURE OF TRUST


 


by and
among


 


GMAC EDUCATION LOAN FUNDING TRUST-I,


 


ZIONS FIRST NATIONAL BANK,


 


as
Indenture Trustee


 


and


 


ZIONS FIRST NATIONAL BANK,


 


as
Eligible Lender Trustee


 


Dated
as of March 1, 2003


 




 





 












 








 


Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture of Trust dated as of March 1, 2003.


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  Section 310(a)(1)

  	
   

  	
  6.23

  
	
  (a)(2)

  	
   

  	
  6.23

  
	
  (b)

  	
   

  	
  6.09, 6.11

  
	
  Section 312(b)

  	
   

  	
  8.14

  
	
  (c)

  	
   

  	
  8.14

  
	
  Section 313(c)

  	
   

  	
  3.16, 7.04

  
	
  Section 314(a)

  	
   

  	
  3.16

  
	
  (a)(4)

  	
   

  	
  3.17

  
	
  Section 315(b)

  	
   

  	
  7.04

  
	
  Section 317(a)(1)

  	
   

  	
  3.18

  
	
  (a)(2)

  	
   

  	
  6.24

  
	
  Section 318(a)

  	
   

  	
  8.07

  
	
  (c)

  	
   

  	
  8.07

  
	
   

  	
   

  	
   

  



 












NOTE: This
reconciliation and tie shall not, for any purpose, be deemed to be a part of
the Indenture.


Attention should also
be directed to Section 318(c) of the 1939 Act, which provides that the
provisions of Sections 310 to and including 317 of the 1939 Act are a part of
and govern every qualified indenture, whether or not physically contained
therein.


 












 








 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  
	
  Section 1.02.

  	
  Usage

  
	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  
	
  NOTE
  DETAILS, FORM OF NOTES, REDEMPTION OF NOTES AND USE OF PROCEEDS OF NOTES

  
	
   

  
	
  Section 2.01.

  	
  Note Details

  
	
  Section 2.02.

  	
  Execution of Notes

  
	
  Section 2.03.

  	
  Registration, Transfer and Exchange of
  Notes; Persons Treated as Noteholders

  
	
  Section 2.04.

  	
  Transfer of Residual Notes

  
	
  Section 2.05.

  	
  Lost, Stolen, Destroyed and Mutilated
  Notes

  
	
  Section 2.06.

  	
  Indenture Trustee’s Authentication
  Certificate

  
	
  Section 2.07.

  	
  Cancellation and Destruction of Notes by
  the Indenture Trustee

  
	
  Section 2.08.

  	
  Temporary Notes

  
	
  Section 2.09.

  	
  Issuance of Notes

  
	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  PARITY AND PRIORITY OF LIEN; OTHER
  OBLIGATIONS; AND DERIVATIVE PRODUCTS

  
	
   

  
	
  Section 3.01.

  	
  Parity and Priority of Lien

  
	
  Section 3.02.

  	
  Other Obligations

  
	
  Section 3.03.

  	
  Derivative Products; Counterparty
  Derivative Payments; Issuer Derivative Payments

  
	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  
	
  PROVISIONS APPLICABLE TO THE
  NOTES; DUTIES OF THE ISSUER

  
	
   

  
	
  Section 4.01.

  	
  Payment of Principal, Interest and
  Premium

  
	
  Section 4.02.

  	
  Representations and Warranties of the Issuer

  
	
  Section 4.03.

  	
  Covenants as to Additional Conveyances

  
	
  Section 4.04.

  	
  Further Covenants of the Issuer

  
	
  Section 4.05.

  	
  Enforcement of the Servicing Agreement

  
	
  Section 4.06.

  	
  Procedures for Transfer of Funds

  
	
  Section 4.07.

  	
  Additional Covenants with Respect to the
  Act

  
	
  Section 4.08.

  	
  Financed Student Loans; Collections
  Thereof; Assignment Thereof

  



 

















 


	
  Section 4.09.

  	
  Appointment of Agents, Etc

  
	
  Section 4.10.

  	
  Capacity to Sue

  
	
  Section 4.11.

  	
  Continued Existence; Successor to Issuer

  
	
  Section 4.12.

  	
  Amendment of Loan Sale Agreement

  
	
  Section 4.13.

  	
  Representations; Negative Covenants

  
	
  Section 4.14.

  	
  Additional Covenants

  
	
  Section 4.15.

  	
  Providing of Notice

  
	
  Section 4.16.

  	
  Reports by Issuer

  
	
  Section 4.17.

  	
  Statement as to Compliance

  
	
  Section 4.18.

  	
  Collection of Indebtedness and Suits for
  Enforcement by Indenture Trustee

  
	
  Section 4.19.

  	
  Representations of the Issuer Regarding
  the Indenture Trustee’s Security Interest

  
	
  Section 4.20.

  	
  Covenants of the Issuer Regarding the
  Indenture Trustee’s Security Interest

  
	
  Section 4.21.

  	
  Tax Treatment

  
	
  Section 4.22.

  	
  Opinions as to Indenture Trust Estate

  
	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  
	
  FUNDS

  
	
   

  
	
  Section 5.01.

  	
  Creation and Continuation of Funds and
  Accounts

  
	
  Section 5.02.

  	
  Acquisition Fund

  
	
  Section 5.03.

  	
  Revenue Fund

  
	
  Section 5.04.

  	
  Reserve Fund

  
	
  Section 5.05.

  	
  Operating Fund

  
	
  Section 5.06.

  	
  Transfers to Issuer

  
	
  Section 5.07.

  	
  Investment of Funds Held by Indenture
  Trustee

  
	
  Section 5.08.

  	
  Eligible Investments

  
	
  Section 5.09.

  	
  Release; Sale of Financed Student Loans

  
	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  
	
  DEFAULTS AND REMEDIES

  
	
   

  
	
  Section 6.01.

  	
  Events of Default Defined

  
	
  Section 6.02.

  	
  Remedy on Default; Possession of Trust
  Estate

  
	
  Section 6.03.

  	
  Remedies on Default; Advice of Counsel

  
	
  Section 6.04.

  	
  Remedies on Default; Sale of Trust Estate

  
	
  Section 6.05.

  	
  Appointment of Receiver

  
	
  Section 6.06.

  	
  Restoration of Position

  
	
  Section 6.07.

  	
  Purchase of Properties by Indenture
  Trustee or Noteholders

  
	
  Section 6.08.

  	
  Application of Sale Proceeds

  
	
  Section 6.09.

  	
  Accelerated Maturity

  
	
  Section 6.10.

  	
  Remedies Not Exclusive

  
	
  Section 6.11.

  	
  Direction of Indenture Trustee

  
	
  Section 6.12.

  	
  Right to Enforce in Indenture Trustee

  



 


ii


 

















 


	
  Section 6.13.

  	
  Physical Possession of Obligations Not
  Required

  
	
  Section 6.14.

  	
  Waivers of Events of Default

  
	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  
	
  THE INDENTURE TRUSTEE

  
	
   

  
	
  Section 7.01.

  	
  Acceptance of Trust

  
	
  Section 7.02.

  	
  Recitals of Others

  
	
  Section 7.03.

  	
  As to Filing of Indenture

  
	
  Section 7.04.

  	
  Indenture Trustee May Act Through Agents

  
	
  Section 7.05.

  	
  Indemnification of Indenture Trustee

  
	
  Section 7.06.

  	
  Indenture Trustee’s Right to Reliance

  
	
  Section 7.07.

  	
  Compensation of Indenture Trustee

  
	
  Section 7.08.

  	
  Indenture Trustee May Own Notes

  
	
  Section 7.09.

  	
  Resignation of Indenture Trustee

  
	
  Section 7.10.

  	
  Removal of Indenture Trustee

  
	
  Section 7.11.

  	
  Successor Indenture Trustee

  
	
  Section 7.12.

  	
  Manner of Vesting Title in Indenture
  Trustee

  
	
  Section 7.13.

  	
  Additional Covenants by the Indenture
  Trustee to Conform to the Act

  
	
  Section 7.14.

  	
  Limitation With Respect to Examination of
  Reports

  
	
  Section 7.15.

  	
  Servicing Agreement

  
	
  Section 7.16.

  	
  Additional Covenants of Indenture Trustee

  
	
  Section 7.17.

  	
  Duty of Indenture Trustee with Respect to
  Rating Agencies

  
	
  Section 7.18.

  	
  Merger of the Indenture Trustee

  
	
  Section 7.19.

  	
  Receipt of Funds From Subservicer

  
	
  Section 7.20.

  	
  Special Circumstances Leading to
  Resignation of Indenture Trustee

  
	
  Section 7.21.

  	
  Survival of Indenture Trustee’s Rights to
  Receive Compensation, Reimbursement and Indemnification

  
	
  Section 7.22.

  	
  Corporate Trustee Required; Eligibility;
  Conflicting Interests

  
	
  Section 7.23.

  	
  Payment of Taxes and Other Governmental
  Charges

  
	
  Section 7.24.

  	
  Indenture Trustee May File Proofs of
  Claim

  
	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  
	
   

  
	
  Section 8.01.

  	
  Supplemental Indentures Not Requiring
  Consent of Noteholders

  
	
  Section 8.02.

  	
  Supplemental Indentures Requiring Consent
  of Noteholders

  
	
  Section 8.03.

  	
  Additional Limitation on Modification of
  Indenture

  
	
  Section 8.04.

  	
  Notice of Defaults

  
	
  Section 8.05.

  	
  Conformity With the Trust Indenture Act

  
	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  	
   

  
	
  GENERAL PROVISIONS

  
	
   

  
	
  Section 9.01.

  	
  Notices

  



 


iii


 

















 


	
  Section 9.02.

  	
  Covenants Bind Issuer

  
	
  Section 9.03.

  	
  Lien Created

  
	
  Section 9.04.

  	
  Severability of Lien

  
	
  Section 9.05.

  	
  Consent of Noteholders Binds Successors

  
	
  Section 9.06.

  	
  Nonpresentment of Notes or Interest Checks

  
	
  Section 9.07.

  	
  Laws Governing

  
	
  Section 9.08.

  	
  Severability

  
	
  Section 9.09.

  	
  Exhibits

  
	
  Section 9.10.

  	
  Non-Business Days

  
	
  Section 9.11.

  	
  Parties Interested Herein

  
	
  Section 9.12.

  	
  Obligations are Limited Obligations

  
	
  Section 9.13.

  	
  Counterparty Rights

  
	
  Section 9.14.

  	
  Disclosure of Names and Addresses of
  Noteholders

  
	
  Section 9.15.

  	
  Aggregate Principal Amount of Obligations

  
	
  Section 9.16.

  	
  Financed Student Loans

  
	
  Section 9.17.

  	
  Limitation of Liability of the Delaware
  Trustee

  
	
  Section 9.18.

  	
  No Petition

  
	
   

  	
   

  
	
  ARTICLE X

  
	
   

  	
   

  
	
  PAYMENT AND CANCELLATION OF
  NOTES AND SATISFACTION OF INDENTURE

  
	
   

  
	
  Section 10.01.

  	
  Trust Irrevocable

  
	
  Section 10.02.

  	
  Satisfaction of Indenture

  
	
  Section 10.03.

  	
  Cancellation of Paid Notes

  
	
   

  	
   

  
	
  ARTICLE XI

  
	
   

  	
   

  
	
  TERMINATION

  
	
   

  
	
  Section 11.01.

  	
  Termination of the Trust

  
	
  Section 11.02.

  	
  Notice

  
	
   

  	
   

  
	
  ARTICLE XII

  
	
   

  	
   

  
	
  REPORTING REQUIREMENTS

  
	
   

  
	
  Section 12.01.

  	
  Annual Statement as to Compliance

  
	
  Section 12.02.

  	
  Annual Independent Public Accountants’
  Subservicing Report

  
	
  Section 12.03.

  	
  Administrator’s Certificate

  
	
  Section 12.04.

  	
  Statements to Noteholders

  
	
   

  	
   

  
	
  EXHIBIT A

  	
  STUDENT LOAN ACQUISITION
  CERTIFICATE

  
	
  EXHIBIT B

  	
  FORM OF ISSUER ORDER

  



 


iv


 

















 


INDENTURE OF TRUST


 


THIS INDENTURE OF TRUST, dated as of
March 1, 2003 (this “Indenture”), is by and among GMAC EDUCATION LOAN FUNDING TRUST-I, a
Delaware statutory trust (the “Issuer”), ZIONS
FIRST NATIONAL  BANK, a
national banking association, as indenture trustee (the “Indenture Trustee”),
and ZIONS FIRST NATIONAL  BANK, a national banking association, as
eligible lender trustee (the “Eligible Lender Trustee”).


 


W I T
N E S S E T H :


 


WHEREAS, the Issuer represents that it is duly created
as a Delaware statutory trust and that it has duly authorized the execution and
delivery of this Indenture, which Indenture provides for the payment of student
loan asset-backed notes (the “Notes”) and the payments to any Counterparty (as
defined herein), all to be issued pursuant to the terms of Supplemental
Indentures; and


 


WHEREAS, this Indenture is subject to the provisions
of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act” or
“TIA”), that are deemed to be incorporated into this Indenture and shall, to
the extent applicable, be governed by such provisions; and


 


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


 


WHEREAS, it is hereby agreed between the parties
hereto, the Noteholders (the Noteholders evidencing their consent by their
acceptance of the Notes) and any Counterparty (the Counterparty evidencing its
consent by its execution and delivery of a Derivative Product (as defined
herein)) that in the performance of any of the agreements of the Issuer herein
contained, any obligation it may thereby incur for the payment of money shall
not be general debt on its part, but shall be secured by and payable solely
from the Trust Estate, payable in such order of preference and priority as
provided herein;


 


NOW, THEREFORE, the Issuer (and, with respect to the
legal title to the Financed Student Loans, the Eligible Lender Trustee), in
consideration of the premises and acceptance by the Indenture Trustee of the
trusts herein created, of the purchase and acceptance of the Notes by the
Noteholders thereof, of the execution and delivery of any Derivative Product by
a Counterparty and the Issuer and the acknowledgement thereof by the Indenture
Trustee, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby GRANT, CONVEY, PLEDGE,
TRANSFER, ASSIGN AND DELIVER to the Indenture Trustee, for the benefit of the
Noteholders, any Counterparty (to secure the payment of any and all amounts
which may from time to time become due and owing to a Counterparty pursuant to
any Derivative Product), all of their right, title and interest in and to the
moneys, rights, and properties described in the granting clauses A through F
below (the “Trust Estate”), as follows:


 

















 


GRANTING
CLAUSE A


 


The Revenues (other than Revenues deposited in the
Operating Fund or otherwise released from the lien of the Trust Estate as
provided herein);


 


GRANTING
CLAUSE B


 


All moneys and investments held in the Funds created
under Section 5.01(a) hereof (other than the moneys and investments held
in the Operating Fund);


 


GRANTING
CLAUSE C


 


The Financed Student Loans;


 


GRANTING
CLAUSE D


 


The Servicing Agreement, the Loan Sale Agreements and
the Guarantee Agreements as the same relate to Financed Student Loans;


 


GRANTING
CLAUSE E


 


Any Derivative Product and any Counterparty Guarantee;
provided, however, that this Granting Clause E shall not be for the benefit of
a Counterparty with respect to its Derivative Product; and


 


GRANTING
CLAUSE F


 


Any and all other property, rights and interests of
every kind or description that from time to time hereafter is granted,
conveyed, pledged, transferred, assigned or delivered to the Indenture Trustee
as additional security hereunder.


 


TO HAVE AND TO HOLD the Trust Estate, whether now
owned or held or hereafter acquired, unto the Indenture Trustee and its
successors or assigns;


 


IN TRUST NEVERTHELESS, upon the terms and trusts
herein set forth for the equal and proportionate benefit and security of all
present and future Noteholders, without preference of any Note over any other,
except as provided herein, and for enforcement of the payment of the Notes in
accordance with their terms, and all other sums payable hereunder (including
payments due and payable to any Counterparty) or on the Notes, and for the
performance of and compliance with the obligations, covenants, and conditions
of this Indenture, as if all the Notes and other Obligations (as defined
herein) at any time Outstanding had been executed and delivered simultaneously
with the execution and delivery of this Indenture;


 


PROVIDED, HOWEVER, that if the Issuer, its successors
or assigns, shall well and truly pay, or cause to be paid, the principal of the
Notes and the interest due and to become due thereon, or provide fully for
payment thereof as herein provided, at the times and in the manner mentioned in
the Notes according to the true intent and meaning thereof, and shall make all
required payments into the Funds as required under Article V hereof, or
shall provide, as 


 


2

















 


permitted hereby, for the
payment thereof by depositing with the Indenture Trustee sums sufficient to pay
or to provide for payment of the entire amount due and to become so due as
herein provided (including payments due and payable to any Counterparty), then
this Indenture and the rights hereby granted shall cease, terminate and be
void; otherwise, this Indenture shall be and remain in full force and effect;


 


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


 


ARTICLE I


 


DEFINITIONS


 


Section
1.01.  Definitions.  In this Indenture the following terms have
the following respective meanings unless the context hereof clearly requires
otherwise:


 


“Accounts”
means any accounts established pursuant to this Indenture.


 


“Acquisition Fund”
has the meaning set forth in Section 5.02 hereof, including any Accounts
and Subaccounts created therein.


 


“Add-on Consolidation
Loan” means a Student Loan included in the Trust Estate, the
principal balance of which is added to an existing Consolidation Loan during
the Add-on Period, as required by the Higher Education Act.


 


“Add-on Period”
means the period of 180 days after the date of origination of any
Consolidation Loan acquired by the Issuer.


 


“Administration
Agreement” means the Administration Agreement dated as of
March 1, 2003, between the Issuer and the Administrator.


 


“Administration Fee”
means the fee set forth in the Administration Agreement from time to time.


 


“Administrator”
means GMAC Commercial Holding Capital Corp., in its capacity as administrator
of the Issuer and the Financed Student Loans, and any successor thereto.


 


“Administrator
Default” has the meaning set forth in the Administration Agreement.


 


“Administrator’s
Certificate” means the certificate of the Administrator delivered
pursuant to the Administration Agreement.


 


“Affiliate”
means, with respect to any specified Person, any other Person controlling or
controlled by or under common control with such specified Person.  For the purposes of this definition,
“control” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


3

















 


“Authorized Officer”
means (a) with respect to the Issuer, any officer of the Delaware Trustee
who is authorized to act for the Delaware Trustee in matters relating to the
Issuer pursuant to the Basic Documents and who is identified on the list of
Authorized Officers delivered by the Delaware Trustee to the Indenture Trustee
on a Closing Date (as such list may be modified or supplemented from time to
time thereafter); and (b) with respect to the Sponsor, the Servicer and
the Administrator, any officer or other authorized representative of the
Sponsor, Servicer or the Administrator, respectively, who is authorized to act
for the Sponsor, the Servicer or the Administrator, respectively, in matters
relating to itself or to the Issuer and to be acted upon by the Sponsor, the
Servicer or the Administrator, respectively, pursuant to the Basic Documents
and who is identified on the list of Authorized Officers delivered by the
Sponsor, the Servicer and the Administrator, respectively, to the Indenture
Trustee on a Closing Date (as such list may be modified or supplemented from
time to time thereafter).


 


“Authorized
Representative” means, when used with reference to the Issuer,
(a) an Authorized Officer; or (b) the Administrator or any affiliate
organization or other entity authorized by the Issuer to act on the Issuer’s
behalf.


 


“Basic Documents”
means the Trust Agreement, the Indenture, the Supplemental Indentures, the
Eligible Lender Trust Agreements, the Loan Sale Agreements, the Servicing
Agreement, the Sub-Servicing Agreements, the Administration Agreement, the
Custody Agreements, the Guarantee Agreements, any Derivative Product and other
documents and certificates delivered in connection with any thereof.


 


“Borrower”
means an individual who is the maker of a Borrower Note and who obtains a
Student Loan from an “eligible lender” in accordance with the Higher Education
Act and the policies and procedures of a Guarantee Agency.


 


“Borrower Note”
means a promissory note of a Borrower for a Student Loan set forth on the
appropriate form furnished by the Guarantee Agency in which Borrower Note meets
the criteria set forth by the Higher Education Act and the policies and
procedures of the Guarantee Agency.


 


“Business Day”
means any day other than (a) a Saturday or a Sunday; or (b) a day on
which banking institutions or trust companies in the State of New York, or
in the city in which the Corporate Trust Office of the Indenture Trustee is
located, or the New York Stock Exchange are authorized or obligated by
law, regulation or executive order to remain closed.


 


“Certificate of
Insurance” means any Certificate evidencing a Financed Student Loan
is Insured pursuant to a Contract of Insurance.


 


“Clearing Agency”
means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act.


 


“Closing Date”
means the date of issuance of a series of Notes under this Indenture.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.  Each reference to a section of the Code
herein shall be deemed to include the United States Treasury Regulations,
including applicable temporary and proposed regulations, relating to such
section 


 


4

















 


which are applicable to
the Notes or the use of the proceeds thereof. 
A reference to any specific section of the Code shall be deemed also to
be a reference to the comparable provisions of any enactment which supersedes
or replaces the Code thereunder from time to time.


 


“Collateral”
means the assets pledged as security under the granting clauses hereof.


 


“Commission”
means the Securities and Exchange Commission.


 


“Consolidation Fee”
means any federal origination fee, Monthly Rebate Fee or similar fee payable to
the Department relating to the origination or ownership of Consolidation Loans.


 


“Consolidation Loan”
means a Student Loan made pursuant to Section 428C of the Higher Education
Act to consolidate the Borrower’s obligations under various federally
authorized student loan programs into a single loan, as supplemented by the
addition of any related Add-on Consolidation Loan.


 


“Contract of
Insurance” means the contract of insurance between the Eligible
Lender and the Secretary.


 


“Corporate Trust
Office” means (a) with respect to the Indenture Trustee, the
corporate trust office of the Trustee located at 717 17th Street,
Suite 301, Denver, Colorado 80202, Attention: Corporate Trust Department
(telephone: (720) 947-7470; facsimile: (720) 947-7480) or at such other address
as the Indenture Trustee may designate from time to time by notice to the
Noteholders and the Sponsor, or the principal corporate trust office of any
successor Indenture Trustee (the address of which the successor Indenture
Trustee will notify the Noteholders and the Sponsor) and (b) with respect
to the Eligible Lender Trustee, the corporate trust office of the Eligible
Lender Trustee located at 717 17th Street, Suite 301, Denver,
Colorado 80202, Attention: Corporate Trust Department (telephone: (720)
947-7470; facsimile: (720) 947-7480) or at such other address as the Eligible
Lender Trustee may designate by notice to the Sponsor or the principal
corporate trust office of any successor Eligible Lender Trustee (the address of
which the successor Eligible Lender Trustee will notify the Sponsor.


 


“Counterparty”
means any counterparty under a Derivative Product.


 


“Counterparty
Derivative Payment” means any payment to be made to, or for the
benefit of, the Issuer under a Derivative Product.


 


“Custodian”
means the Servicer or a Subservicer in its capacity as custodian of the
Borrower Notes or any permitted successor Custodian.


 


“Custody Agreement”
means any Custodian Agreement among the Indenture Trustee, the Eligible Lender
Trustee, the Issuer and a Custodian.


 


“Default”
means any occurrence that is, or with notice or the lapse of time or both would
become, an Event of Default.


 


5

















 


“Deferral”
means the period defined by the Higher Education Act and the policies of the
related Guarantee Agency during which a Borrower, in Repayment, is entitled to
postpone making payments upon the submission of appropriate documentation.


 


“Delaware
Trustee” means the Wilmington Trust Company not in its
individual capacity, but solely as Delaware Trustee under the Trust Agreement,
and its successors and assigns.


 


“Department”
means the United States Department of Education, an agency of the federal
government.


 


“Derivative Payment
Date” means, with respect to a Derivative Product, any date
specified in such Derivative Product on which both or either of the Issuer
Derivative Payment and/or a Counterparty Derivative Payment is due and payable
under such Derivative Product.


 


“Derivative Product”
means any derivative product agreement entered into pursuant to
Section 3.03 hereof.


 


“Derivative Value”
means the value of the Derivative Product, if any, to the Counterparty,
provided that such value is defined and calculated in substantially the same
manner as amounts are defined and calculated pursuant to the applicable
provisions of an ISDA Master Agreement.


 


“Determination Date”
means with respect to (a) a principal payment date, sixteen calendar days
preceding such date, and (b) an interest payment date, the third Business
Day preceding such date.


 


“Eligible
Investments” means book-entry securities, negotiable instruments or
securities represented by instruments in bearer or registered form, all
purchased at a price not in excess of par, which evidence:


 


(a)                                  direct
obligations of, and obligations fully guaranteed as to timely payment by, the
United States of America;


 


(b)                                 demand
deposits, time deposits or certificates of deposit of any depository
institution or trust company incorporated under the laws of the United States
of America or any State (or any domestic branch of a foreign bank) and subject
to supervision and examination by federal or state banking or depository
institution authorities (including depository receipts issued by any such
institution or trust company as custodian with respect to any obligation
referred to in paragraph (a) above or portion of such obligation for the
benefit of the holders of such depository receipts); provided, however, that at
the time of the investment therein (which shall be deemed to be made again each
time funds are reinvested following each Payment Date), the commercial paper or
other short-term senior unsecured debt obligations (other than such obligations
the rating of which is based on the credit of a Person other than such
depository institution or trust company) thereof shall have a credit rating
from each of the Rating Agencies in the highest investment category granted
thereby;


 


6

















 


(c)                                  commercial
paper and auction rate securities having, at the time of the investment or
contractual commitment to invest therein, a rating from each of the Rating
Agencies in the highest investment category granted thereby;


 


(d)                                 investments
in money market funds having a rating from each of the Rating Agencies rating
such fund, in the highest investment category granted thereby provided at least
Moody’s has rated such fund (including funds for which the Indenture Trustee,
the Servicer or the Eligible Lender Trustee or any of their respective
Affiliates is investment manager or advisor);


 


(e)                                  bankers’
acceptances issued by any depository institution or trust company referred to
in clause (b) above;


 


(f)                                    repurchase
obligations with respect to any security that is a direct obligation of, or
fully guaranteed by, the United States of America or any agency or
instrumentality thereof the obligations of which are backed by the full faith
and credit of the United States of America, in either case entered into with a
depository institution or trust company (acting as principal) described in
clause (b) above; and


 


(g)                                 any
other investment permitted by each of the Rating Agencies as evidenced by a
Rating Confirmation delivered to the Indenture Trustee.


 


Notwithstanding
the foregoing, for purposes of clauses (b), (c), (e) and (f) above, the
provider must have a Moody’s long term rating of Aaa if the investment is
longer than 6 months, Aa3 if the investment is between 90 and 180 days, and A1
if the investment is between 30 and 90 days. 
No obligation will be considered to be rated in the highest investment
category if it has an “r” highlighter affixed to its rating.


 


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


 


“Eligible Lender
Trustee” means Zions First National Bank, a national banking
association, not in its individual capacity but solely as Eligible Lender
Trustee under the Eligible Lender Trust Agreement.


 


“Eligible Lender
Trust Agreement” means the Eligible Lender Trust Agreement dated as
of March 1, 2003 between the Issuer and the Eligible Lender Trustee.


 


“Event of
Bankruptcy” means (a) the Issuer shall have commenced a
voluntary case or other proceeding seeking liquidation, reorganization, or
other relief with respect to itself or its debts under any bankruptcy,
insolvency, or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian, or other similar
official of it or any substantial part of its property, or shall have made a
general assignment for the benefit of creditors, or shall have declared a
moratorium with respect to its debts or shall have failed generally to pay its
debts as they become due, or shall have taken any action to authorize any of
the foregoing; or (b) an involuntary case or other proceeding shall have
been commenced against the Issuer seeking liquidation, reorganization, or other
relief with respect to it or its debts under 


 


7

















 


any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian, or other similar
official of it or any substantial part of its property provided such action or
proceeding is not dismissed within 60 days.


 


“Events of Default”
has the meaning set forth in Article VI hereof.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“FFELP Loan”
means a Student Loan made pursuant to the Higher Education Act.


 


“Financed”
or “Financing,” when used with
respect to Student Loans, means or refers to Student Loans (a) acquired by
the Issuer with balances in the Acquisition Fund or otherwise deposited in or
accounted for in the Acquisition Fund or otherwise constituting a part of the
Trust Estate; and (b) Student Loans substituted or exchanged for Financed
Student Loans, but does not include Student Loans released from the lien of
this Indenture and sold or transferred, to the extent permitted by this
Indenture.


 


“Financed Student
Loans” means (a) Student Loans that, as of any date of
determination, have been conveyed to the Issuer; (b) any Student Loans the
principal balance of which is increased by the principal balance of any related
Add-on Consolidation Loan; and (c) any Qualified Substitute Student Loans
conveyed to the Issuer as provided in any Loan Sale Agreement.


 


“Fiscal Year”
means the fiscal year of the Issuer as established from time to time.


 


“Fitch”
means Fitch Ratings or any successor thereto.


 


“Grace”
means the initial period following reduction by the student Borrower to less
than the minimum course load required by the Higher Education Act, during which
the student Borrower is not required to make payments on the principal amount
of the Borrower Note(s).


 


“Guarantee”
or “Guaranteed” means, with
respect to a Student Loan, the insurance or guarantee by the Guarantee Agency
pursuant to such Guarantee Agency’s Guarantee Agreement of the maximum
percentage of the principal of and accrued interest on such Student Loan
allowed by the terms of the Higher Education Act with respect to such Student
Loan at the time it was originated and the coverage of such Student Loan by the
federal reimbursement contracts, providing, among other things, for
reimbursement to the Guarantee Agency for payments made by it on defaulted
Student Loans insured or guaranteed by the Guarantee Agency of at least the
minimum reimbursement allowed by the Higher Education Act with respect to a
particular Student Loan.


 


“Guarantee Agency”
means any entity authorized to guarantee student loans under the Higher
Education Act and with which the Indenture Trustee maintains a Guarantee
Agreement.


 


“Guarantee
Agreements” means a Guarantee or lender agreement between the
Indenture Trustee and any Guarantee Agency, and any amendments thereto.


 


8

















 


“Guarantee Payment”
means any payment made by a Guarantee Agency pursuant to a Guarantee Agreement
in respect of a Student Loan.


 


“Higher Education
Act” means the Higher Education Act of 1965, as amended, together
with any rules, regulations and interpretations thereunder.


 


“Highest Priority
Obligations” means, (a) at any time when Senior Obligations are
Outstanding, the Senior Obligations; (b) at any time when no Senior
Obligations are Outstanding, the Subordinate Obligations; (c) at any time
when no Senior Obligations or Subordinate Obligations are Outstanding, the
Junior-Subordinate Obligations (and any priorities as between
Junior-Subordinate Obligations as shall be established by Supplemental Indentures);
and (d) at any time when no Senior Obligations, Subordinate Obligations,
or Junior-Subordinate Obligations are Outstanding, the Residual Obligations.


 


“Indenture”
means this Indenture of Trust dated as of March 1, 2003, among the Issuer,
the Eligible Lender Trustee and the Indenture Trustee, as amended and
supplemented from time to time.


 


“Indenture Trust
Estate” means all money, instruments, rights and other property that
are subject or intended to be subject to the lien and security interest of the Indenture
for the benefit of the Noteholders (including all property and interests
Granted to the Indenture Trustee), including all proceeds thereof.


 


“Indenture Trustee”
means Zions First National Bank, a national banking association, not in its
individual capacity but solely as Indenture Trustee under the Indenture.


 


“Independent”
means, when used with respect to any specified Person, that the Person
(a) is in fact independent of the Issuer, any other obligor upon the
Notes, the Sponsor and any Affiliate of any of the foregoing Persons;
(b) does not have any direct financial interest or any material indirect
financial interest in the Issuer, any such other obligor, the Sponsor or any
Affiliate of any of the foregoing Persons; and (c) is not connected with the
Issuer, any such other obligor, the Sponsor or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.


 


“Insolvency Event”
means, with respect to a specified Person, (a) the filing of a decree or
order for relief by a court having jurisdiction in the premises in respect of
such Person or any substantial part of its property in an involuntary case
under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or ordering the winding-up or liquidation of
such Person’s affairs, and such decree or order shall remain unstayed and in
effect for a period of sixty consecutive days; or (b) the commencement by
such Person of a voluntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or the
consent by such Person to the entry of an order for relief in an involuntary
case under any such law, or the consent by such Person to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part of
its property, or the making by such Person of any general assignment for the
benefit of 


 


9

















 


creditors, or the failure
by such Person generally to pay its debts as such debts become due, or the
taking of action by such Person in furtherance of any of the foregoing.


 


“Insurance,”
“Insured” or “Insuring” means, with respect to a Student
Loan, the insuring by the Secretary under the Higher Education Act (as
evidenced by a Certificate of Insurance or other document or certification
issued under the provisions of the Higher Education Act) of 100% of the
principal of and accrued interest on such Student Loan.


 


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


 


“Interest Subsidy
Payments” means payments, designated as such, consisting of interest
subsidies by the Department in respect of the Financed Student Loans to the
Eligible Lender Trustee on behalf of the Trust in accordance with the Higher
Education Act.


 


“Investment
Agreement” means any investment agreement to which the Issuer has
received a Rating Confirmation.


 


“ISDA Master
Agreement” means the ISDA Interest Rate and Currency Exchange
Agreement, copyright 1992, as amended from time to time, and as in effect with
respect to any Derivative Product.


 


“Issuer”
means GMAC Education Loan Funding Trust-I, until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained in
the Indenture and required by the TIA, if applicable, each other obligor on the
Notes.


 


“Issuer Derivative
Payment” means a payment required to be made by or on behalf of the
Issuer due to a Counterparty pursuant to a Derivative Product (including
Priority Termination Payments, but excluding other Termination Payments).


 


“Issuer Order”
or “Issuer Request” means a written
order or request signed in the name of the Issuer by an Authorized
Representative and delivered to the Indenture Trustee.


 


“Junior-Subordinate
Notes” means Notes, the principal of and interest on which is
payable on a subordinated basis to the payment of the principal of and interest
on the Senior Notes and the Subordinate Notes; provided, however, that any
series of the Junior-Subordinate Notes need not necessarily be payable on a
parity with all other series of the Junior-Subordinate Notes.


 


“Junior-Subordinate
Obligations” means Junior-Subordinate Notes and any Derivative
Product, the priority of payment of which is equal with that of any series or
subseries of Junior-Subordinate Notes.


 


“Lien”
means a security interest, lien, charge, pledge, equity or encumbrance of any
kind, other than tax liens and any other liens, if any, which attach to the
respective Student Loan by operation of law as a result of any act or omission
by the related obligor.


 


10

















 


“Liquidated Financed Student Loan” means
any defaulted Financed Student Loan liquidated by a Subservicer (which shall
not include any Financed Student Loan on which payments are received from a
Guaranty Agency) or which a Subservicer has, after using all reasonable efforts
to realize upon such Financed Student Loan, determined to charge off.


 


“Liquidation Proceeds” means, with respect
to any Liquidated Financed Student Loan which became a Liquidated Financed
Student Loan during the current calendar quarter in accordance with a
Subservicer’s customary servicing procedures, the moneys collected in respect
of the liquidation thereof from whatever source, other than moneys collected
with respect to any Liquidated Financed Student Loan which was written off in prior
calendar quarters or during the current calendar quarter, net of the sum of any
amounts expended by a Subservicer in connection with such liquidation and any
amounts required by law to be remitted to the obligor on such Liquidated
Financed Student Loan.


 


“Loan Sale
Agreements” means (a) the Loan Sale Agreement dated as of
March 1, 2003 among the Sponsor, the Sponsor’s eligible lender trustee,
the Eligible Lender Trustee and the Issuer; and (b) any other Loan Sale
Agreements substantially in the form of the Loan Sale Agreement described in
(a) above.


 


“Master Promissory
Note” means a Master Promissory Note in the form mandated by
Section 432(m)(1) of the Higher Education Act, as added by Pub. L. 105-244
§ 427, 112 Stat. 1702 (1998), as amended by Public Law No: 106-554
(enacted December 21, 2000) and as codified in 20 U.S.C.
§ 1082(m)(1).


 


“Maturity”
when used with respect to any Note, means the date on which the principal
thereof becomes due and payable as therein or herein provided, whether at its
Stated Maturity, by earlier redemption, by declaration of acceleration, or
otherwise.


 


“MPN Loan”
means a loan originated pursuant to the Federal Family Education Loan Program
and the Higher Education Act and evidenced by a Master Promissory Note.


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors and assigns.


 


“Note Counsel”
means counsel to the Issuer.


 


“Note Owner”
means, with respect to a book-entry Note, the Person who is the beneficial
owner of such book-entry Note, as reflected on the books of the Clearing
Agency, or on the books of a Person maintaining an account with such Clearing
Agency (directly as a Clearing Agency Participant or as an indirect
participant, in each case in accordance with the rules of such Clearing
Agency).


 


“Note Ownership Interest” means the right
to receive payments and notices with respect to Notes which are held by the
Securities Depository under a book-entry system and for which the Securities
Depository does not act on behalf of the Note Owner in connection with the
optional or mandatory tender of Notes on a tender date.


 


“Noteholder”
or “Holder” means, with respect
to a Note, the Person in whose name a Note is registered in the Note
registration books maintained by the Indenture Trustee and, with 


 


11

















 


respect to a Derivative
Product, the Counterparty thereunder. 
So long as the Notes are maintained in book entry form, such Noteholder
or Holder shall be deemed to be the Securities Depository


 


“Notes”
means, collectively, the Senior Notes, the Subordinate Notes, the
Junior-Subordinate Notes and the Residual Notes.


 


“Obligations”
means Senior Obligations, Subordinate Obligations, Junior-Subordinate
Obligations and Residual Obligations.


 


“Officers’
Certificate” means (a) in the case of the Issuer, a certificate
signed by an Authorized Representative of the Issuer and delivered to the
Indenture Trustee; and (b) in the case of the Sponsor, the Servicer or the
Administrator, a certificate signed by any Authorized Officer of the Sponsor,
the Servicer or the Administrator, as appropriate.


 


“Operating Fund”
has the meaning set forth Section 5.05 hereof.


 


“Opinion of Counsel”
means (a) with respect to the Issuer, one or more written opinions of
counsel who may, except as otherwise expressly provided in the Indenture, be
employees of or counsel to the Issuer and who shall be satisfactory to the
Indenture Trustee, and which opinion or opinions shall be addressed to the
Indenture Trustee as Indenture Trustee and shall be in form and substance
satisfactory to the Indenture Trustee; and (b) with respect to the
Sponsor, the Administrator, the Servicer or a Guarantee Agency, one or more
written opinions of counsel who may be an employee of or counsel to the
Sponsor, the Administrator, the Servicer or such Guarantee Agency, which
counsel shall be acceptable to the Indenture Trustee, the Eligible Lender
Trustee or the Rating Agencies, as applicable.


 


“Outstanding Amount”
or “Outstanding” means the
aggregate principal amount of all Notes outstanding at the date of
determination.


 


“Owner”
means the Sponsor and each of its successors in interest as beneficiaries of
the Trust pursuant to the Trust Agreement.


 


“Ownership
Percentage” with respect to an Owner means the proportion (expressed
as a percentage) of the beneficial interest in the Trust held by such Owner.


 


“Payment Date”
means, for any Note, any interest payment date or any mandatory regularly
scheduled principal payment date designated as such in a Supplemental Indenture
or its Stated Maturity.


 


“Person”
means any individual, corporation, estate, partnership, joint venture, limited
liability company, limited liability partnership, association, joint stock
company, trust (including any beneficiary thereof), unincorporated organization
or government or any agency or political subdivision thereof.


 


“Principal
Reduction Payment Date” means, for any Note, any date described on a
Supplemental Indenture for the payment of Principal Reduction Payments.


 


12

















 


“Principal
Reduction Payments” means principal payments made prior to a Stated
Maturity as set forth in a Supplemental Indenture.


 


“Priority Termination Payment” means, with
respect to a Derivative Product, any termination payment payable by the Issuer
under such Derivative Product relating to an early termination of such
Derivative Product by the Counterparty, as the non-defaulting party, following
(i) a payment default by the Issuer thereunder (ii) the occurrence of
an Event of Default specified in Section 6.01(f) of this Indenture or
(iii) the Indenture Trustee’s taking any action hereunder to liquidate the
entire Trust Estate following an Event of Default and acceleration of the Notes
pursuant to Section 6.09 hereof.


 


“Proceeding”
means any suit in equity, action at law or other judicial or administrative
proceeding.


 


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


 


“Program Expenses”
means (a) the fees and expenses of the Indenture Trustee, the Eligible
Lender Trustee and the Delaware Trustee (including fees and expenses of their
respective counsel); (b) the fees and expenses of any auction agent, any
market agent, any calculation agent and any broker-dealer then acting under a
Supplemental Indenture; (c) the fees and expenses of any remarketing agent
then acting under a Supplemental Indenture with respect to variable rate Notes;
(d) the fees and expenses due to any credit provider of any Notes for
which a credit facility or liquidity facility is in place; (e) the fees of
the Administrator, the Servicer, Subservicer and/or Custodian under the
Administration Agreement and any Servicing Agreement, any Subservicing
Agreement or Custodian Agreement; (f) the fees and expenses of the Issuer
incurred in connection with the preparation of legal opinions and other
authorized reports or statements attributable to the Notes and the Financed
Student Loans; (g) transfer fees, purchase premiums and loan origination
fees, Consolidation Loan rebate fees on Financed Student Loans; (h) fees
and expenses associated with the delivery of a substitute credit facility or
liquidity facility under a Supplemental Indenture; (i) fees and expenses
associated with (but not payments under) Derivative Products; (j) the
costs of remarketing any variable rate Notes; and (k) expenses incurred
for the Issuer’s maintenance and operation of its Program as a direct
consequence of this Indenture, the Notes or the Financed Student Loans;
including, but not limited to, taxes, the reasonable fees and expenses of
attorneys, agents, financial advisors, consultants, accountants and other
professionals, attributable to such maintenance and operation, marketing
expenses for the Program and a prorated portion of the rent, personnel
compensation, office supplies and equipment, travel expenses and other lawful
payments made to the Indenture Trustee.


 


“Qualified
Substitute Student Loan” means a Student Loan that was originated
under the same loan program and is guaranteed by a Guarantee Agency and
entitles the holder thereof to receive interest at a per annum rate of interest
that is at least equal to the per annum rate of interest related to the
disqualified Student Loan for which it is to be substituted.


 


13

















 


“Rating”
means one of the rating categories of S&P, Fitch and Moody’s or any other
Rating Agency, provided S&P, Fitch and Moody’s or any other Rating Agency,
as the case may be, is currently rating the Notes at the request of the Issuer.


 


“Rating Agency”
means, collectively, Moody’s, S&P and Fitch, so long as such entities are
rating any of the Notes at the request of the Issuer.  If no such organization or successor is any longer in existence,
“Rating Agency” shall be a nationally recognized statistical rating
organization or other comparable Person designated by the Administrator, notice
of which designation shall be given to the Indenture Trustee, the Eligible
Lender Trustee and the Servicer.


 


“Rating Agency
Condition” means, with respect to any action, that each Rating
Agency shall have been given prior notice thereof and that each of the Rating
Agencies shall have issued a Rating Confirmation.


 


“Rating
Confirmation” means, as of any date, a letter from each Rating
Agency then providing a Rating for any of the Notes, confirming that the action
proposed to be taken by the Issuer will not, in and of itself, result in a
downgrade of any of the Ratings then applicable to the Notes, or cause any
Rating Agency to suspend or withdraw the Ratings then applicable to the Notes.


 


“Realized Loss” means the excess of the
principal balance (including any interest that had been or had been expected to
be capitalized) of any Liquidated Financed Student Loan over Liquidation
Proceeds with respect to such Financed Student Loan to the extent allocable to
principal (including any interest that had been or had been expected to be
capitalized).


 


“Recoveries of
Principal” means all amounts received by the Indenture Trustee from
or on account of any Financed Student Loan as a recovery of the principal
amount thereof, including scheduled, delinquent and advance payments, payouts
or prepayments, proceeds from insurance or from the sale, assignment, transfer,
reallocation or other disposition of a Financed Student Loan and any payments
representing such principal from the guarantee or insurance of any Financed
Student Loan, net of accrued interest which will be capitalized at a later
date.


 


“Regulations”
means the Regulations promulgated from time to time by the Secretary or any
Guarantee Agency guaranteeing Financed Student Loans.


 


“Repayment”
means the period of time during which a Borrower is required to make
installment payments to repay the aggregate principal amount plus accrued
interest of all amounts borrowed by virtue of the Borrower Note(s) executed by
such Borrower.


 


“Reserve Fund”
has the meaning set forth in Section 5.04 hereof.


 


“Reserve Fund
Requirement” means an amount, if any, required to be on deposit in
the Reserve Fund with respect to any Notes issued pursuant to the Supplemental
Indenture authorizing the issuance of such Notes.


 


“Residual Notes”
means notes, the principal of and interest on which is payable on a
subordinated basis to the payment of the principal of and interest on the
Senior Notes, the 


 


14

















 


Subordinate Notes and the
Junior-Subordinate Notes and any payments required to satisfy the Reserve Fund
Requirement.


 


“Residual
Obligations” means Residual Notes and any Derivative Product, the
priority of payment of which is equal with that of Residual Notes.


 


“Responsible
Officer” with respect to the Indenture Trustee, means any officer
assigned to the Corporate Trust Office of the Indenture Trustee, including any
managing director, principal, vice president, assistant vice president,
assistant treasurer, assistant secretary, trust officer or any other officer of
the Indenture Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of the Indenture, and also, with respect
to a particular matter, any other officer, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.


 


“Revenue”
or “Revenues” means all
Recoveries of Principal, payments, proceeds, charges and other income received
by the Indenture Trustee or the Issuer from or on account of any Financed
Student Loan (including scheduled, delinquent and advance payments of and any
insurance proceeds with respect to, interest, including Interest Benefit
Payments, on any Financed Student Loan and any Special Allowance Payment
received by the Issuer with respect to any Financed Student Loan) and all
interest earned or gain realized from the investment of amounts in any Fund or
Account and all payments received by the Issuer pursuant to a Derivative
Product.


 


“Revenue Fund”
has the meaning set forth in Section 5.03 hereof.


 


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


 


“Secretary”
means the Secretary of the Department, or any successor to the functions
thereof under the Higher Education Act.


 


“Securities Act”
means the federal Securities Act of 1933, as amended.


 


“Securities
Depository” or “Depository”
means The Depository Trust Company and its successors and assigns or if, (a)
the then Securities Depository resigns from its functions as depository of the
Notes; or (b) the Issuer discontinues use of the Securities Depository, any
other securities depository which agrees to follow the procedures required to
be followed by a securities depository in connection with the Notes and which
is selected by the Issuer with the consent of the Indenture Trustee.


 


“Securities
Exchange Act” means the federal Securities Exchange Act of 1934, as
amended.


 


“Senior Notes”
means all Notes secured on a senior priority to the Subordinate Obligations,
the Junior-Subordinate Obligations and the Residual Obligations.


 


15

















 


“Senior Obligations”
means Senior Notes and any Derivative Product, the priority of payment of which
is equal with that of Senior Notes.


 


“Servicer”
means GMAC Commercial Holding Capital Corp., in its capacity as servicing
contractor of the Financed Student Loans or any permitted successor Servicer,
under the Servicing Agreement.


 


“Servicer Default”
means an event specified as such in the applicable Servicing Agreement.


 


“Servicer Report”
contains the information specified in the applicable Subservicing Agreement.


 


“Servicing
Agreement” means (a) the Servicing Contractor Agreement, dated
as of March 1, 2003, between the Issuer and the Servicer, as amended from
time to time; and (b) any other servicing agreement approved by the Rating
Agency as evidenced by a Rating Confirmation.


 


“Servicing Fee”
has the meaning specified in the applicable Servicing Agreement.


 


“Special Allowance
Payments” means payments, designated as such, consisting of
effective interest subsidies by the Department in respect of the Financed
Student Loans to the Eligible Lender Trustee on behalf of the Trust in
accordance with the Higher Education Act.


 


“Sponsor”
means GMAC ELF LLC, a Delaware limited liability company.


 


“Stated Maturity”
means the date specified in the Notes as the fixed date on which principal of
such Notes is due and payable.


 


“Statutory Trust
Statute” means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code § 3801 et seq., as the same may be amended from
time to time.


 


“Student Loan”
means an agreement to repay a disbursement of money to or on behalf of an
eligible student, evidenced by a Borrower Note and guaranteed in accordance
with the policies and procedures of a Guarantee Agency; provided, however, that
each Student Loan shall be a FFELP Loan.


 


“Student Loan
Acquisition Certificate” means a certificate signed by an Authorized
Representative of the Issuer in substantially the form attached as
Exhibit A hereto.


 


“Subaccount”
means any of the subaccounts which may be created and established within any
Account or Fund by this Indenture.


 


“Subordinate
Noteholder” means the Noteholder of a Subordinate Note.


 


“Subordinate Notes”
means any Notes secured on a priority subordinate to the Senior Obligations and
on a priority senior to the Junior-Subordinate Obligations and the Residual
Obligations.


 


16

















 


“Subordinate
Obligations” means Subordinate Notes and any Derivative Product, the
priority of payment of which is equal with that of Subordinate Notes.


 


“Subservicer”
means, collectively, Great Lakes Educational Loan Services, Inc., ACS Education
Services, Inc. and any other subservicer and their respective successors and
assigns appointed in accordance with the Servicing Agreement.


 


“Subservicing
Agreement” means (a) the Student Loan Origination and Servicing
Agreement, dated as of January 28, 2003, as supplemented and amended from
time to time, between the Servicer and Great Lakes Educational Loan Services,
Inc.; and (b)  any other subservicing agreement entered into from time to
time between the Servicer and a Subservicer.


 


“Supplemental
Indenture” means an agreement supplemental to the Indenture,
executed pursuant to Article VIII of this Indenture.


 


“Termination Payment” means, with respect
to a Derivative Product, any termination payment payable by the Issuer under
such Derivative Product relating to an early termination of such Derivative
Product by the Counterparty, as the non-affected party or non-defaulting party,
after the occurrence of a termination event or event of default specified in
such Derivative Product, including any Priority Termination Payment.


 


“Transfer Date”
means the day fixed for the transfer of any Student Loans by the Sponsor to the
Issuer pursuant to the Loan Sale Agreement.


 


“Treasury
Regulations” means regulations, including proposed or temporary
regulations, promulgated under the Code. 
References in any document or instrument to specific provisions of
proposed or temporary regulations shall include analogous provisions of final
Treasury Regulations or other successor Treasury Regulations.


 


“Trust Agreement”
means the Amended and Restated Trust Agreement dated as of March 1, 2003,
between the Sponsor and the Delaware Trustee.


 


“Trust Certificate”
means a certificate evidencing the Ownership Percentage of an Owner in
substantially the form attached to the Trust Agreement.


 


“Trust Estate”
means the property described as such in the granting clauses hereto.


 


“Trust Indenture
Act” or “TIA” means
the Trust Indenture Act of 1939, as amended from time to time.


 


“UCC”
means, unless the context otherwise requires, the Uniform Commercial Code, as
in effect in the relevant jurisdiction, as amended from time to time.


 


“Value”
on any calculation date when required under this Indenture means the value of
the Trust Estate calculated by the Issuer as to (a) below and by the
Indenture Trustee as to (b) and (c) below, as follows:


 


17

















 


(a)                                  with
respect to any Student Loan, the unpaid principal amount thereof, plus any
accrued but unpaid interest, Interest Benefit Payments and Special Allowance
Payments;


 


(b)                                 with
respect to any funds of the Issuer held under this Indenture and on deposit in
any commercial bank or as to any banker’s acceptance or repurchase agreement or
investment contract, the amount thereof plus accrued but unpaid interest; and


 


(c)                                  with
respect to any Eligible Investments, the par value thereof plus accrued but
unpaid interest.


 


Section
1.02.  Usage.


 


(a)                                  All
terms defined herein shall have the defined meanings when used in this
Indenture and in any certificate or other document made or delivered pursuant
hereto unless otherwise defined therein.


 


(b)                                 As
used herein and in any certificate or other document made or delivered pursuant
hereto, accounting terms not defined herein or in any such certificate or other
document, and accounting terms partly defined herein or in any such certificate
or other document to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles as in effect on
the date of such instrument.  To the
extent that the definitions of accounting terms herein or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained
herein or in any such certificate or other document shall control.


 


(c)                                  The
words “hereof,” “herein,” “hereunder” and words of similar import when used in
this Indenture refer to this Indenture as a whole and not to any particular
provision or subdivision hereof; references in this Indenture to “Article,”
“Section” or another subdivision or to an attachment are, unless the context
otherwise requires, to an article, section or subdivision of or an attachment
to this Indenture; and the term “including” means “including without
limitation.”


 


(d)                                 The
definitions contained in this Indenture are equally applicable to both the
singular and plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.


 


(e)                                  Any
agreement, instrument or statute defined or referred to in this Indenture means
such agreement or instrument or statute as from time to time amended, modified
or supplemented, including (in the case of agreements or instruments) by waiver
or consent and (in the case of statutes) by succession of comparable successor
statutes and includes (in the case of agreements or instruments) references to
all attachments thereto and instruments incorporated therein.  References to a Person are also to its
permitted successors and assigns.


 


18

















 


ARTICLE II


 


NOTE DETAILS, FORM OF NOTES, REDEMPTION OF NOTES

AND USE OF PROCEEDS OF NOTES


 


Section
2.01.  Note
Details.  The details
of each series of Notes authorized pursuant to this Indenture and a
Supplemental Indenture, shall be contained in the applicable Supplemental
Indenture.  Such details shall include,
but are not limited to, the principal amount, authorized denomination, dated
date, interest rate, principal maturity date, redemption provisions and
registration provisions.


 


Section
2.02.  Execution
of Notes.  The Notes
shall be executed in the name and on behalf of the Issuer by the manual or
facsimile signature of any of its Authorized Representative.  Any Note may be signed, manually or by
facsimile, or attested on behalf of the Issuer by any person who, at the date
of such act, shall hold the proper office, notwithstanding that at the date of
authentication, issuance or delivery, such person may have ceased to hold such
office.


 


Section
2.03.  Registration,
Transfer and Exchange of Notes; Persons Treated as Noteholders.  The Issuer shall cause books for the
registration and for the transfer of the Notes as provided in this Indenture to
be kept by the Indenture Trustee which is hereby appointed the transfer agent
of the Issuer for the Notes. 
Notwithstanding such appointment and with the prior written consent of
the Issuer, the Indenture Trustee is hereby authorized to make any arrangements
with other institutions which it deems necessary or desirable in order that
such institutions may perform the duties of transfer agent for the Notes.  Upon surrender for transfer of any Note at
the Corporate Trust Office of the Indenture Trustee, duly endorsed for transfer
or accompanied by an assignment duly executed by the Noteholder or his attorney
duly authorized in writing, the Issuer shall execute and the Indenture Trustee
shall authenticate and deliver, making all appropriate notations on its
records, and causing the same to be made of the records of its nominees, in the
name of the transferee or transferees a new fully registered Note or Notes of
the same interest rate and for a like series, subseries, if any, and aggregate
principal amount of the same maturity.


 


Notes may be exchanged at the Corporate Trust Office
of the Indenture Trustee for a like aggregate principal amount of fully
registered Notes of the same series, subseries, if any, interest rate and
maturity in authorized denominations. 
The Issuer shall execute and the Indenture Trustee shall authenticate
and deliver Notes which the Noteholder making the exchange is entitled to
receive, bearing numbers not contemporaneously outstanding.  The execution by the Issuer of any fully
registered Note of any authorized denomination shall constitute full and due
authorization of such denomination and the Indenture Trustee shall thereby be
authorized to authenticate and deliver such fully registered Note.


 


The Indenture Trustee shall not be required to
transfer or exchange any Note during the period of 15 Business Days next
preceding the mailing of notice of redemption as herein provided.  After the giving of such notice of redemption,
the Indenture Trustee shall not be required to transfer or exchange any Note,
which Note or portion thereof has been called for redemption.


 


19

















 


As to any Note, the person in whose name the same
shall be registered shall be deemed and regarded as the absolute owner thereof
for all purposes, and payment of either principal or interest on any fully
registered Note shall be made only to or upon the written order of the
Noteholder thereof or his legal representative but such registration may be changed
as hereinabove provided.  All such
payments shall be valid and effectual to satisfy and discharge the liability
upon such Note to the extent of the sum or sums paid.


 


The Indenture Trustee shall require the payment by any
Noteholder requesting exchange or transfer of any tax or other governmental
charge required to be paid with respect to such exchange or transfer.  The applicant for any such transfer or
exchange may be required to pay all taxes and governmental charges in
connection with such transfer or exchange.


 


Section
2.04.  Transfer
of Residual Notes. 
Notwithstanding anything to the contrary herein, no transfer of a
Residual Note or any rights or benefits with respect thereto (including the
right to receive principal and interest) shall be permitted unless (a) the
Indenture Trustee shall have received an opinion of counsel, at the expense of
the transferring owner, to the effect that such transfer will not cause the
Issuer to be treated for U.S. federal income tax purposes as an association
(or publicly-traded partnership) taxable as a corporation, and will not
materially affect the federal income tax treatment of the Noteholders; and
(b) such transfer is made pursuant to an effective registration statement
under the 1933 Act and state securities laws, or is exempt from the
registration requirements under the 1933 Act and state securities laws.


 


The Residual Notes and any beneficial interest therein
may not be acquired by or with the assets of (a) employee benefit plans,
retirement arrangements, individual retirement accounts or Keogh plans subject
to either Title I of the Employee Retirement Income Security Act of 1974,
as amended, or Section 4975 of the Internal Revenue Code of 1986, as
amended; or (b) entities (including insurance company general accounts)
whose underlying assets include plan assets by reason of the investment by any
such plans, arrangements or accounts in such entities (a “Benefit Plan
Investor”).  Each transferee of a
Residual Note shall be required to represent (i) that it is not a Benefit
Plan Investor and is not acquiring such Residual Note with the assets of a
Benefit Plan Investor; and (ii) that if such Residual Note is subsequently
deemed to be a plan asset it will dispose of such Residual Note. Each Residual
Note shall bear a legend referring to the restrictions contained in this
paragraph.


 


Section
2.05.  Lost,
Stolen, Destroyed and Mutilated Notes.  Upon receipt by the Indenture Trustee of
evidence satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Note and, in the case of a lost, stolen or
destroyed Note, of indemnity satisfactory to it, and upon surrender and
cancellation of the Note, if mutilated, (a) the Issuer shall execute, and
the Indenture Trustee shall authenticate and deliver, a new Note of the same
series, subseries, if any, interest rate, maturity and denomination in lieu of
such lost, stolen, destroyed or mutilated Note; or (b) if such lost,
stolen, destroyed or mutilated Note shall have matured or have been called for redemption,
in lieu of executing and delivering a new Note as aforesaid, the Issuer may pay
such Note.  Any such new Note shall bear
a number not contemporaneously outstanding. 
The applicant for any such new Note may be required to pay all taxes and
governmental charges and all expenses and charges of the Issuer and of the
Indenture Trustee in connection with the issuance of such Note.  All Notes shall be held and owned upon the
express condition that, to the extent permitted by law, the foregoing conditions
are exclusive 


 


20

















 


with respect to the replacement and payment of
mutilated, destroyed, lost or stolen Notes, negotiable instruments or other
securities.


 


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


 


Section
2.07.  Cancellation
and Destruction of Notes by the Indenture Trustee.  Whenever any Outstanding Notes shall be
delivered to the Indenture Trustee for the cancellation thereof pursuant to
this Indenture, upon payment of the principal amount and interest represented
thereby, or for replacement pursuant to Section 2.03 hereof, such Notes
shall be promptly cancelled and, within a reasonable time, cremated or
otherwise destroyed by the Indenture Trustee and counterparts of a certificate
of destruction evidencing such cremation or other destruction shall be furnished
by the Indenture Trustee to the Issuer.


 


Section
2.08.  Temporary
Notes.  Pending the
preparation of definitive Notes, the Issuer may execute and the Indenture
Trustee shall authenticate and deliver temporary Notes.  Temporary Notes shall be issuable as fully
registered Notes without coupons, of any denomination, and substantially in the
form of the definitive Notes but with such omissions, insertions and variations
as may be appropriate for temporary Notes, all as may be determined by the
Issuer.  Every temporary Note shall be
executed by the Issuer and be authenticated by the Indenture Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Notes.  As promptly as
practicable the Issuer shall execute and shall furnish definitive Notes and
thereupon temporary Notes may be surrendered in exchange therefor without
charge at the Corporate Trust Office of the Indenture Trustee, and the
Indenture Trustee shall authenticate and deliver in exchange for such temporary
Notes a like aggregate principal amount of definitive Notes.  Until so exchanged the temporary Notes shall
be entitled to the same benefits under this Indenture as definitive Notes.


 


Section
2.09.  Issuance
of Notes.


 


(a)                                  The
Issuer shall have the authority, upon complying with the provisions of this
Section 2.09, to issue and deliver from time to time Notes secured by the
Trust Estate on a parity with the Senior Notes, the Subordinate Notes, the
Junior-Subordinate Notes or the Residual Notes, if any, secured hereunder as
shall be determined by the Issuer. In addition, the Issuer may enter into any
Derivative Products it deems necessary or desirable with respect to any or all
of the Notes. The payment of interest and principal on the Residual Notes shall
be subordinate to the payment of interest, principal and


 


21

















 


premium, if any, due on
the Senior Notes, Subordinate Notes, and Junior-Subordinate Notes and any
payments required to satisfy the Reserve Fund Requirement.


 


(b)                                 No
Notes shall be authenticated and delivered pursuant to this Indenture until the
following conditions have been satisfied:


 


(i)                                     The
Issuer and the Indenture Trustee have entered into a Supplemental Indenture
(which Supplemental Indenture shall not require the approval of the Noteholders
of any of the Outstanding Notes or Derivative Products) providing the terms and
forms of the proposed Notes as described in Section 2.01 hereof, including
the designation of such Notes as Senior Notes, Subordinate Notes,
Junior-Subordinate Notes or Residual Notes, the redemption and selection
provisions applicable to such Notes, and the Reserve Fund Requirement with
respect to such Notes, if any.


 


(ii)                                  The
Indenture Trustee shall have received a Rating Confirmation from each Rating
Agency which has assigned a Rating or Ratings to any Outstanding Notes that
such Rating or Ratings will not be reduced or withdrawn as a result of the
issuance of the proposed Notes.


 


(iii)                               Upon
the issuance of the proposed Notes, an amount equal to the Reserve Fund
Requirement with respect to such Notes, if any, shall be deposited in the
Reserve Fund.


 


(iv)                              The
Issuer and the Indenture Trustee shall have received an opinion of counsel to
the effect that the issuance of the proposed Notes will not adversely affect
the federal tax treatment with respect to any of the Outstanding Notes and the
Issuer.


 


(v)                                 The
Indenture Trustee shall have received a written order from the Issuer to
authenticate and deliver the Notes.


 


(c)                                  The
Indenture Trustee is authorized to set up any additional Funds or Accounts or
Subaccounts under this Indenture which it deems necessary or convenient in
connection with the issuance and delivery of any Notes.


 


ARTICLE III


 


PARITY
AND PRIORITY OF LIEN; OTHER OBLIGATIONS;

AND DERIVATIVE PRODUCTS


 


Section
3.01.  Parity
and Priority of Lien. 
The provisions, covenants and agreements herein set forth to be
performed by or on behalf of the Issuer shall be for the equal benefit,
protection and security of the Noteholders or any holders of the Obligations,
all of which, regardless of the time or times of their issuance or maturity,
shall be of equal rank without preference, priority or distinction of any of
the Obligations over any other thereof, except as expressly provided in this
Indenture with respect to certain payment and other priorities.


 


22

















 


Section
3.02.  Other
Obligations.  The
Issuer shall not issue any Notes, incur any obligations or engage in any
activities other than in connection with the purposes and powers of the Issuer
as set forth in the Trust Agreement.


 


(a)                                  The
Issuer shall not commingle the Funds established by this Indenture with funds,
proceeds, or investment of funds relating to other issues or series of notes
heretofore or hereafter issued, except to the extent such commingling is
required by the Indenture Trustee for ease in administration of its duties and
responsibilities; provided, however, that should the Indenture Trustee require
such permitted commingling, it shall keep complete records in order that the
funds, proceeds, or investments under this Indenture may at all times be
identified by source and application, and if necessary, separated.


 


(b)                                 The
Revenues and other moneys, Financed Student Loans, securities, evidences of
indebtedness, interests, rights and properties pledged under this Indenture are
and will be owned by the Issuer (or the Eligible Lender Trustee) free and clear
of any pledge, lien, charge or encumbrance thereon or with respect thereto
prior to or of equal rank with the respective pledges created by this
Indenture, except as otherwise expressly provided herein, and all action on the
part of the Issuer to that end has been duly and validly taken.  If any Financed Student Loan is found to
have been subject to a lien at the time such Financed Student Loan was
acquired, the Issuer shall cause such lien to be released, shall purchase such
Financed Student Loan from the Trust Estate for a purchase price equal to its
principal amount plus any unamortized premium, if any, and interest accrued
thereon or shall replace such Financed Student Loan with another Student Loan
with substantially identical characteristics which replacement Student Loan
shall be free and clear of liens at the time of such replacement.  Except as otherwise provided herein, the
Issuer shall not create or voluntarily permit to be created any debt, lien, or
charge on the Financed Student Loans which would be on a parity with or prior
to the lien of this Indenture; shall not do or omit to do or suffer to be done
or omitted to be done any matter of things whatsoever whereby the lien of this
Indenture or the priority of such lien for the Obligations hereby secured might
or could be lost or impaired; and will pay or cause to be paid or will make
adequate provisions for the satisfaction and discharge of all lawful claims and
demands which if unpaid might by law be given precedence to or any equality
with this Indenture as a lien or charge upon the Financed Student Loans;
provided, however, that nothing in this paragraph (b) shall require the
Issuer to pay, discharge, or make provision for any such lien, charge, claim,
or demand so long as the validity thereof shall be by it in good faith
contested, unless thereby, the same will endanger the security for the
Obligations; and provided further that any subordinate lien hereon (i.e.,
subordinate to the lien securing the Senior Obligations, the Subordinate
Obligations, the Junior-Subordinate Obligations and Residual Obligations) shall
be entitled to no payment from the Trust Estate, nor may any remedy be
exercised with respect to such subordinate lien against the Trust Estate until
all Obligations have been paid or deemed paid hereunder.


 


Section
3.03.  Derivative
Products; Counterparty Derivative Payments; Issuer Derivative Payments.  The Issuer hereby authorizes and directs the
Indenture Trustee to acknowledge to any Derivative Product hereafter entered
into by the Issuer and a Counterparty 


 


23

















 


under which (a) the Issuer may be required to
make, from time to time, Issuer Derivative Payments; and (b) the Indenture
Trustee may receive, from time to time, Counterparty Derivative Payments for
the account of the Issuer.  No Derivative
Product shall be entered into subsequent to the Closing Date for the Series
2003-1 Notes unless the Indenture Trustee shall have received a Rating
Confirmation from each Rating Agency that such Derivative Product will not
adversely affect the Rating on any of the Notes.  The Series 2003-1 Derivative Product Agreements (as defined in
the Series 2003-1 Supplemental Indenture of Trust) are designated as a “Senior
Obligation” and the Series 2003-1 Counterparty (as defined in the Series 2003-1
Supplemental Indenture of Trust) shall be a “Senior Noteholder.”


 


ARTICLE IV


 


PROVISIONS
APPLICABLE TO THE NOTES;

DUTIES OF THE ISSUER


 


Section
4.01.  Payment
of Principal, Interest and Premium.  The Issuer covenants that it will promptly pay, but solely from
the Trust Estate, the principal of and interest, if any, on each and every
Obligation issued under the provisions of this Indenture at the places, on the
dates and in the manner specified herein and in said Obligations and any
premium required for the retirement of said Obligations by purchase or
redemption according to the true intent and meaning thereof.  The Obligations shall be and are hereby
declared to be payable from and equally secured by an irrevocable first lien on
and pledge of the properties constituting the Trust Estate, subject to the
application thereof as permitted by this Indenture, but in no event shall the
Noteholders or any holders of the Obligations have any right to possession of
any Financed Student Loans, which shall be held only by the Indenture Trustee
or its agent or bailee.


 


Section
4.02.  Representations
and Warranties of the Issuer.  The Issuer represents and warrants that it is duly authorized
under the laws of Delaware to create and issue the Notes and to execute and
deliver this Indenture and any Derivative Product and to make the pledge to the
payment of Notes and any Issuer Derivative Payments hereunder, that all
necessary action on the part of the Issuer for the creation and issuance of the
Notes and the execution and delivery of this Indenture and any Derivative
Product has been duly and effectively taken; and that the Notes in the hands of
the Noteholders thereof and the Issuer Derivative Payments are and will be
valid and enforceable special limited obligations of the Issuer secured by and
payable solely from the Trust Estate.


 


Section
4.03.  Covenants
as to Additional Conveyances.  At any and all times, the Issuer will duly execute, acknowledge,
and deliver, or will cause to be done, executed, and delivered, all and every
such further acts, conveyances, transfers, and assurances in law as the
Indenture Trustee shall reasonably require for the better conveying,
transferring, and pledging and confirming unto the Indenture Trustee, all and
singular, the properties constituting the Trust Estate hereby transferred and
pledged, or intended so to be transferred and pledged.


 


Section
4.04.  Further
Covenants of the Issuer.


 


(a)                                  The
Issuer will cause financing statements and continuation statements with respect
thereto at all times to be filed in the office of the Secretary of the State of



 


24

















 


Delaware and any other
jurisdiction necessary to perfect and maintain the security interest granted by
the Issuer hereunder.


 


(b)                                 The
Issuer will duly and punctually keep, observe and perform each and every term,
covenant, and condition on its part to be kept, observed, and performed,
contained in this Indenture and the other agreements to which the Issuer is a
party pursuant to the transactions contemplated herein, and will punctually
perform all duties required by the Trust Agreement and the laws of Delaware.


 


(c)                                  The
Issuer shall be operated on the basis of its Fiscal Year.


 


(d)                                 The
Issuer shall cause to be kept full and proper books of records and accounts, in
which full, true, and proper entries will be made of all dealings, business,
and affairs of the Issuer which relate to the Notes and any Derivative Product.


 


(e)                                  The
Issuer, upon written request of the Indenture Trustee, will permit at all
reasonable times the Indenture Trustee or its agents, accountants, and
attorneys, to examine and inspect the property, books of account, records,
reports, and other data relating to the Financed Student Loans, and will
furnish the Indenture Trustee such other information as it may reasonably
request.  The Indenture Trustee shall be
under no duty to make any such examination unless requested in writing to do so
by the Noteholders of not less than a majority of the principal amount of the
Notes, and unless such Noteholders shall have offered the Indenture Trustee
security and indemnity satisfactory to it against any costs, expenses and
liabilities which might be incurred thereby.


 


(f)                                    The
Issuer covenants that all Financed Student Loans upon receipt thereof shall be delivered
to the Indenture Trustee or its agent or bailee to be held pursuant to this
Indenture and pursuant to a Subservicing Agreement or a Custody Agreement.


 


(g)                                 Notwithstanding
anything to the contrary contained herein, except upon the occurrence and during
the continuance of an Event of Default hereunder, the Issuer hereby expressly
reserves and retains the privilege to receive and, subject to the terms and
provisions of this Indenture, to keep or dispose of, claim, bring suits upon or
otherwise exercise, enforce or realize upon its rights and interest in and to
the Financed Student Loans and the proceeds and collections therefrom, and
neither the Indenture Trustee nor any Noteholder shall in any manner be or be
deemed to be an indispensable party to the exercise of any such privilege,
claim or suit and the Indenture Trustee shall be under no obligation whatsoever
to exercise any such privilege, claim or suit; provided, however, that the
Indenture Trustee shall have and retain possession of the Financed Student
Loans pursuant to Section 5.02 hereof (which Financed Student Loans may be
held by the Indenture Trustee’s agent or bailee pursuant to a Custody
Agreement) so long as such loans are subject to the lien of this Indenture.


 


(h)                                 The
Issuer shall notify the Indenture Trustee and each Rating Agency in writing
prior to entering into any Derivative Product and shall not enter into any
Derivative Product unless the Indenture Trustee has received a Rating
Confirmation.


 


25

















 


Section
4.05.  Enforcement
of the Servicing Agreement. 
Regardless of whether the Issuer is otherwise in default under this
Indenture, the Issuer shall comply with and shall require the Servicer to
comply with the following:


 


(a)                                  diligently
enforce and take all reasonable steps, actions and proceedings necessary for
the enforcement of all terms, covenants and conditions of the Servicing
Agreement;


 


(b)                                 not
permit the release of the obligations of the Servicer under the Servicing
Agreement except in conjunction with amendments or modifications permitted by
paragraph (g) below;


 


(c)                                  at
all times, to the extent permitted by law, cause to be defended, enforced,
preserved and protected the rights and privileges of the Issuer and of the
Noteholders under or with respect to the Servicing Agreement;


 


(d)                                 at
its own expense, the Issuer shall duly and punctually perform and observe each
of its obligations to the Servicer under the Servicing Agreement in accordance
with the terms thereof;


 


(e)                                  the
Issuer agrees to give the Indenture Trustee prompt written notice of each
default on the part of the Servicer of its obligations under the Servicing
Agreement coming to the Issuer’s attention;


 


(f)                                    the
Issuer shall not waive any default by the Servicer under the Servicing
Agreement without the written consent of the Indenture Trustee; and


 


(g)                                 not
consent or agree to or permit any amendment or modification of the Servicing
Agreement which will in any manner materially adversely affect the rights or
security of the Noteholders.  The Issuer
shall be entitled to receive and rely upon an opinion of its counsel that any
such amendment or modification will not materially adversely affect the rights
or security of the Noteholders.


 


Section
4.06.  Procedures
for Transfer of Funds. 
In any instance where this Indenture requires a transfer of funds or
money from one Fund to another, a transfer of ownership in investments or an
undivided interest therein may be made in any manner agreeable to the Issuer
and the Indenture Trustee, and in the calculation of the amount transferred,
interest on the investment which has or will accrue before the date the money
is needed in the fund to which the transfer is made shall not be taken into
account or considered as money on hand at the time of such transfer.


 


Section
4.07.  Additional
Covenants with Respect to the Act.  The Issuer covenants that it will cause the Indenture Trustee to
be, or replace the Indenture Trustee with, an Eligible Lender under the Act,
that it will acquire or cause to be acquired Student Loans originated and held
only by an Eligible Lender and that it will not dispose of or deliver any
Financed Student Loans or any security interest in any such Financed Student
Loans to any party who is not an Eligible Lender so long as the Act or
Regulations adopted thereunder require an Eligible Lender to be the owner or
holder of Guaranteed Student Loans; provided, however, that nothing above 


 


26

















 


shall prevent the Issuer from delivering the Student
Loans to the Servicer or the Guarantee Agency. 
The Noteholders shall not in any circumstances be deemed to be the owner
or holder of the Guaranteed Student Loans.


 


The Issuer, or its designated agent, shall be
responsible for each of the following actions with respect to the Act:


 


(a)                                  the
Issuer, through its Authorized Representative, shall be responsible for dealing
with the Secretary with respect to the rights, benefits and obligations under
the Certificates of Insurance and the Contract of Insurance, and the Issuer
shall be responsible for dealing with the Guarantee Agencies with respect to
the rights, benefits and obligations under the Guarantee Agreements with
respect to the Financed Student Loans;


 


(b)                                 the
Issuer, through its Authorized Representative, 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;


 


(c)                                  the
Issuer, through its Authorized Representative, shall cause the Financed Student
Loans to be serviced by entering into the Servicing Agreement or other
agreement with the Servicer, which Servicing Agreement shall require the
Servicer to cause Subservicer to service the Financed Student Loans and provide
for the collection of payments made for, and the administration of the accounts
of, the Financed Student Loans;


 


(d)                                 the
Issuer, through its Authorized Representative, shall comply, and shall cause
all of its officers, directors, employees and agents to comply, with the
provisions of the Act and any regulations or rulings thereunder, with respect
to the Financed Student Loans;


 


(e)                                  the
Issuer, through its Authorized Representative, shall cause the benefits of the
Guarantee Agreements, the Interest Subsidy Payments and the Special Allowance
Payments to flow to the Indenture Trustee. 
The Indenture Trustee shall have no liability for actions taken at the
direction of the Issuer, except for negligence or willful misconduct in the
performance of its express duties hereunder. 
The Indenture Trustee shall have no obligation to administer, service or
collect the loans in the Trust Estate or to maintain or monitor the
administration, servicing or collection of such loans; and


 


(f)                                    the
Issuer, through its Authorized Representative, shall cause each Financed
Eligible Loan evidenced by a Master Promissory Note in the form mandated by
Section 432(m)(1) of the Higher Education Act to be acquired pursuant to a
Loan Sale Agreement with the Sponsor containing language similar to the
following:


 


“The Sponsor hereby represents and warrants that the
Sponsor is transferring all of its right title and interest in the MPN Loan to
the Indenture 


 


27

















 


Trustee, that it has not assigned any interest in such
MPN Loan (other than security interests that have been released or ownership
interests that the Sponsor has reacquired) to any person other than the
Indenture Trustee, and that no prior holder of the MPN Loan has assigned any
interest in such MPN Loan (other than security interests that have been
released or ownership interests that such prior holder has reacquired) to any
person other than a predecessor in title to the Sponsor.  The Sponsor hereby covenants that the
Sponsor shall not attempt to transfer to any other person any interest in any
MPN Loan assigned hereunder.  The
Sponsor hereby authorizes the Indenture Trustee to file a UCC-1 financing
statement identifying the Sponsor as debtor and the Indenture Trustee as
secured party and describing the Loans sold pursuant to this Agreement.  The preparation or filing of such UCC-1
financing statement is solely for additional protection of the Indenture
Trustee’s interest in the MPN Loans and shall not be deemed to contradict the
express intent of the Sponsor and the Indenture Trustee that the transfer of
MPN Loans under this Agreement is an absolute assignment of such MPN Loans and
is not a transfer of such MPN Loans as security for a debt.”


 


Section
4.08.  Financed
Student Loans; Collections Thereof; Assignment Thereof.  The Issuer, through the Subservicers, shall
diligently collect all principal and interest payments on all Financed Student
Loans, and all Interest Benefit Payments, insurance, guarantee and default
claims and Special Allowance Payments which relate to such Financed Student
Loans.  The Issuer shall cause the
filing and assignment of such claims (prior to the timely filing deadline for
such claims under the Regulations) by the Subservicers.  The Issuer will comply with the Act and
Regulations which apply to the Program and to such Financed Student Loans.


 


Section
4.09.  Appointment
of Agents, Etc.  The
Issuer shall employ and appoint all employees, agents, consultants and
attorneys which it may consider necessary.


 


Section
4.10.  Capacity
to Sue.  The Issuer
shall have the power and capacity to sue and to be sued on matters arising out
of or relating to the financing of the Financed Student Loans.


 


Section
4.11.  Continued
Existence; Successor to Issuer.  The Issuer agrees that it will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence, rights
and franchises as a Delaware statutory trust, except as otherwise permitted by
this Section 4.11.  The Issuer
further agrees that it will not (a) sell, transfer or otherwise dispose of
all or substantially all, of its assets (except Financed Student Loans if such
sale, transfer or disposition will discharge this Indenture in accordance with
Article X hereof); (b) consolidate with or merge into another entity;
or (c) permit one or more other corporations or entities to consolidate
with or merge into it.  The preceding
restrictions in (a), (b) and (c) shall not apply to a transaction if the
transferee or the surviving or resulting corporation or entity, if other than
the Issuer, by proper written instrument for the benefit of the Indenture
Trustee, irrevocably and unconditionally assumes the obligation to perform and
observe the agreements and obligations of the Issuer under this Indenture.


 


If a transfer is made as provided in this
Section 4.11, the provisions of this Section 4.11 shall continue in
full force and effect and no further transfer shall be made except in
compliance with the provisions of this Section 4.11.


 


28

















 


Section
4.12.  Amendment
of Loan Sale Agreement. 
The Issuer shall notify the Indenture Trustee in writing of any proposed
material amendments to any existing Loan Sale Agreement.  No such material amendment shall become effective
unless and until the Indenture Trustee consents thereto in writing.  The consent of the Indenture Trustee shall
not be unreasonably withheld and shall not be withheld if the Indenture Trustee
receives an opinion of counsel acceptable to it that such an amendment is required
by the Act and is not materially prejudicial to the Noteholders.  Notwithstanding the foregoing, however, the
Indenture Trustee shall consent to an amendment from time to time so long as it
is not materially prejudicial to the interests of the Noteholders, and the
Indenture Trustee may rely on an opinion of counsel to such effect.  The Indenture Trustee shall not be required
to execute any amendment which affects its rights, duties, immunities or
indemnities.


 


Section
4.13.  Representations; Negative Covenants.


 


(a)                                  The
Issuer hereby makes the following representations and warranties to the
Indenture Trustee on which the Indenture Trustee relies in authenticating the
Notes and on which the Noteholders have relied in purchasing the Notes.  Such representations and warranties shall
survive the grant of the Trust Estate to the Indenture Trustee pursuant to this
Indenture.


 


(i)                                     Organization and Good Standing.  The Issuer is duly organized and validly
existing as a Delaware statutory trust and has the power and authority to own
its assets and to transact the business in which it presently engages and is
proposed to be conducted pursuant to this Indenture.


 


(ii)                                  Due Qualification.  The Issuer is duly qualified to do business
and is in good standing, and has obtained all material necessary licenses and
approvals, in all jurisdictions where the failure to be so qualified, have such
good standing or have such licenses or approvals would have a material adverse
effect on the Issuer’s business and operations or in which the actions as
required by this Indenture require or will require such qualification.


 


(iii)                               Authorization.  The Issuer has the power, authority and legal right to execute,
deliver and perform this Indenture and to grant the Trust Estate to the
Indenture Trustee and the execution, delivery and performance of this Indenture
and grant of the Trust Estate to the Indenture Trustee have been duly
authorized by the Issuer.


 


(iv)                              Binding Obligation.  This Indenture, assuming due authorization,
execution and delivery by the Indenture Trustee, constitutes a legal, valid and
binding obligation of the Issuer enforceable against the Issuer in accordance
with its terms, except that (A) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
(whether statutory, regulatory or decisional) now or hereafter in effect
relating to creditors’ rights generally and (B) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to certain equitable defenses and to the 


 


29

















 


discretion of the court
before which any proceeding therefor may be brought, whether a proceeding at
law or in equity.


 


(v)                                 No Violation.  The consummation of the transactions contemplated by this
Indenture and the fulfillment of the terms hereof does not conflict with,
result in any breach of any of the terms and provisions of or constitute (with
or without notice, lapse of time or both) a default under the organizational
documents of the Issuer, or any material indenture, agreement, mortgage, deed
of trust or other instrument to which the Issuer is a party or by which it is
bound, or result in the creation or imposition of any lien upon any of its
material properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument, other than this Indenture, nor
violate any law or any order, rule or regulation applicable to the Issuer of
any court or of any federal or state regulatory body, administrative agency, or
other governmental instrumentality having jurisdiction over the Issuer or any
of its properties.


 


(vi)                              No Proceedings.  There are no proceedings, injunctions, writs, restraining orders
or investigations to which the Issuer or any of such entity’s affiliates is a
party pending, or, to the best of such entity’s knowledge, threatened, before
any court, regulatory body, administrative agency, or other tribunal or
governmental instrumentality (A) asserting the invalidity of this
Indenture; (B) seeking to prevent the issuance of any Notes or the
consummation of any of the transactions contemplated by this Indenture; or
(C) seeking any determination or ruling that might materially and
adversely affect the performance by the Issuer of its obligations under, or the
validity or enforceability of this Indenture.


 


(vii)                           Approvals.  All approvals, authorizations, consents, orders or other actions
of any person, corporation or other organization, or of any court, governmental
agency or body or official, required on the part of the Issuer in connection
with the execution and delivery of this Indenture have been taken or obtained
on or prior to the Closing Date.


 


(viii)                        Place of Business.  The Issuer’s place of business and office is
located at c/o Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001.


 


(ix)                                Taxes. 
The Issuer has filed (or caused to be filed) all federal, state, county,
local and foreign income, franchise and other tax returns required to be filed
by it through the date hereof, and has paid all taxes reflected as due thereon.
There is no pending dispute with any taxing authority that, if determined
adversely to the Issuer, would result in the assertion by any taxing authority
of any material tax deficiency, and the Issuer has no knowledge of a proposed
liability for any tax year to be imposed upon such entity’s properties or
assets for which there is not an adequate reserve reflected in such entity’s
current financial statements.


 


30

















 


(x)                                   Legal Name.  The legal name of the Issuer is “GMAC Education Loan Funding
Trust-I” and has not changed since its inception.  The Issuer has no tradenames, fictitious names, assumed names or
“dba’s” under which it conducts its business and has made no filing in respect
of any such name.


 


(xi)                                Business Purpose.  The Issuer has acquired the Financed Student
Loans conveyed to it under a Loan Sale Agreement for a bona fide business
purpose and has undertaken the transactions contemplated herein as principal
rather than as an agent of any other person. 
The Issuer has adopted and operated consistently with all formalities
with respect to its operations and has engaged in no other activities other
than those specified in this Indenture and the Loan Sale Agreement and in
accordance with the transactions contemplated herein and therein.


 


(xii)                             Compliance With Laws.  The Issuer is in compliance with all
applicable laws and regulations with respect to the conduct of its business and
has obtained and maintains all permits, licenses and other approvals as are
necessary for the conduct of its operations.


 


(xiii)                          Valid Business Reasons; No Fraudulent Transfers.  The transactions contemplated by this
Indenture are in the ordinary course of the Issuer’s business and the Issuer
has valid business reasons for granting the Trust Estate pursuant to this
Indenture.  At the time of each such
grant: (A) the Issuer granted the Trust Estate to the Indenture Trustee
without any intent to hinder, delay or defraud any current or future creditor
of the Issuer; (B) the Issuer was not insolvent and did not become
insolvent as a result of any such grant; (C) the Issuer was not engaged
and was not about to engage in any business or transaction for which any
property remaining with such entity was an unreasonably small capital or for
which the remaining assets of such entity are unreasonably small in relation to
the business of such entity or the transaction; (D) the Issuer did not
intend to incur, and did not believe or should not have reasonably believed,
that it would incur, debts beyond its ability to pay as they become due; and
(E) the consideration received by the Issuer for the grant of the Trust
Estate was reasonably equivalent to the value of the related grant.


 


(xiv)                         No Management of Affairs of Sponsor.  The Issuer is not and will not be involved
in the day-to-day management of the Sponsor.


 


(xv)                            Ability to Perform.  There has been no material impairment in the
ability of the Issuer to perform its obligations under this Indenture.


 


(xvi)                         Financial Condition.  No material adverse change has occurred in
the Issuer’s financial status since the date of its formation.


 


(xvii)                      Event of Default.  No Event of Default has occurred and no
event has occurred that, with the giving of notice, the passage of time, or
both, would become an Event of Default.


 


31

















 


(xviii)                   Acquisition of Financed Student Loans Legal.  The Issuer has complied with all applicable
federal, state and local laws and regulations in connection with its
acquisition of the Financed Student Loans from the Sponsor.


 


(b)                                 The
Issuer will not:


 


(i)                                     sell,
transfer, exchange or otherwise dispose of any portion of the Trust Estate
except as expressly permitted by this Indenture;


 


(ii)                                  claim
any credit on, or make any deduction from, the principal amount of any of the
Notes by reason of the payment of any taxes levied or assessed upon any portion
of the Trust Estate;


 


(iii)                               except
as otherwise provided herein, dissolve or liquidate in whole or in part, except
with the prior written consent of the Indenture Trustee, and to the extent
Notes remain Outstanding, approval of the Noteholders and a Rating
Confirmation;


 


(iv)                              permit
the validity or effectiveness of this Indenture, any Supplemental Indenture or
any grant hereunder to be impaired, or permit the lien of this Indenture to be
amended, hypothecated, subordinated, terminated or discharged, or permit any
Person to be released from any covenants or obligations under this Indenture, except
as may be expressly permitted hereby;


 


(v)                                 except
as otherwise provided herein, permit any lien, charge, security interest,
mortgage or other encumbrance (other than the lien of this Indenture) to be
created on or extend to or otherwise arise upon or burden the Trust Estate or
any part thereof or any interest therein or the proceeds thereof;


 


(vi)                              permit
the lien of this Indenture not to constitute a valid first priority, perfected
security interest in the Trust Estate;


 


(vii)                           incur
or assume any indebtedness or guarantee any indebtedness of any Person whether
secured by any Financed Student Loans under this Indenture or otherwise, except
for such obligations as may be incurred by the Issuer in connection with the
issuance of the Notes pursuant to this Indenture and unsecured trade payables
in the ordinary course of its business;


 


(viii)                        operate
such that it would be consolidated with any affiliate and its separate
existence disregarded in any federal or state proceeding;


 


(ix)                                act
as agent of the Sponsor or allow the Sponsor to act as its agent;


 


(x)                                   allow
the Sponsor or any other affiliate to pay its expenses, guarantee its
obligations or advance funds to it for payment of expenses; or


 


(xi)                                consent
to the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and 


 


32

















 


liabilities or similar
proceedings of or relating to the Issuer or of or relating to all or
substantially all of its property, or a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the appointment
of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Issuer; or the Issuer shall not consent to the appointment of a receiver,
conservator or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities, voluntary liquidation or similar proceedings of or
relating to the Issuer or of or relating to all or substantially all of its
property; or admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable insolvency,
bankruptcy or reorganization statute, make an assignment for the benefit of its
creditors or voluntarily suspend payment of its obligations.


 


(c)                                  The
Issuer makes the following representations and warranties as to the Trust
Estate which is granted to the Indenture Trustee hereunder on which the
Indenture Trustee relies in accepting the Trust Estate.  Such representations and warranties shall
survive the grant of the Trust Estate to the Indenture Trustee pursuant to this
Indenture.


 


(i)                                     Financed Student Loans.  Notwithstanding the definition of “Student
Loans” herein, the Issuer covenants not to acquire Student Loan delinquent by
more than 91 days.


 


(ii)                                  Schedule of Financed Student Loans.  The information set forth in each schedule
of Financed Student Loans to the Loan Sale Agreements is true and correct in
all material respects as of the opening of business on the Closing Date.


 


(iii)                               Grant. 
It is the intention of the Issuer that the transfer herein contemplated
constitutes a grant of the Financed Student Loans to the Indenture Trustee.


 


(iv)                              All Filings Made.  All filings (including, without limitation,
UCC filings) necessary in any jurisdiction to give the Indenture Trustee a
first priority perfected ownership and security interest in the Trust Estate,
including the Financed Student Loans, have been made no later than the Closing
Date and copies of the file-stamped financing statements shall be delivered to
the Indenture Trustee within five Business Days of receipt by the Issuer or its
agent from the appropriate secretary of state. 
The Issuer has not caused, suffered or permitted any lien, pledges,
offsets, defenses, claims, counterclaims, charges or security interest with
respect to the promissory notes relating to the Financed Student Loans (other
than the security interest created in favor of the Indenture Trustee) to be
created.


 


(v)                                 Transfer Not Subject to Bulk Transfer Act.  Each grant of the Financed Student Loans by
the Issuer pursuant to this Indenture is not subject to the bulk transfer act
or any similar statutory provisions in effect in any applicable jurisdiction.


 


33

















 


(vi)                              No Transfer Taxes Due.  Each grant of the Financed Student Loans
(including all payments due or to become due thereunder) by the Issuer pursuant
to this Indenture is not subject to and will not result in any tax, fee or
governmental charge payable by the Issuer or the Sponsor to any federal, state
or local government.


 


(vii)                           Not an Investment Company.  The Issuer is not an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, or is
exempt from all provisions of such Act.


 


(viii)                        Binding Obligations.  This Indenture, the Notes and each Obligation
constitutes the legal, valid and binding obligation of the Issuer, enforceable
against the Issuer in accordance with its terms, except (i) as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect,
affecting the enforcement of creditors’ rights in general; and (ii) as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).


 


(ix)                                Valid Security Interest.  This Indenture creates a valid and
continuing security interest (as defined in the Uniform Commercial Code as in
effect in the State of Delaware) in the Financed Student Loans in favor of the
Indenture Trustee, and is enforceable as such against any creditors of the
Issuer.


 


Section
4.14.  Additional
Covenants.  So long as
any of the Notes are Outstanding:


 


(a)                                  The
Issuer shall not engage in any business or activity other than in connection
with the activities contemplated hereby and in the Trust Agreement and the Loan
Sale Agreements, and in connection with the issuance of Notes.


 


(b)                                 The
Issuer shall not consolidate or merge with or into any other entity or convey
or transfer its properties and assets substantially as an entirety to any
entity except as otherwise provided herein.


 


(c)                                  The
funds and other assets of the Issuer shall not be commingled with those of any
other individual, corporation, estate, partnership, joint venture, association,
joint stock company, trust, unincorporated organization, or government or any
agency or political subdivision thereof.


 


(d)                                 The
Issuer shall not be, become or hold itself out as being liable for the debts of
any other party.


 


(e)                                  The
Issuer shall act solely in its own name and through its duly Authorized Representative
in the conduct of its business, and shall conduct its business so as not to
mislead others as to the identity of the entity with which they are concerned.


 


(f)                                    The
Issuer shall maintain its records and books of account and shall not commingle
its records and books of account with the records and books of account of any 


 


34

















 


other Person.  The books of the Issuer may be kept (subject
to any provision contained in the statutes) inside or outside of Delaware at
such place or places as may be designated from time to time by the Issuer.


 


(g)                                 All
actions of the Issuer shall be taken by a duly Authorized Representative or
agent of the Issuer.


 


(h)                                 The
Issuer shall not amend, alter, change or repeal any provision contained in this
Section 4.14 without (i) the prior written consent of the Indenture
Trustee; and (ii) a Rating Confirmation (a copy of which shall be provided
to the Indenture Trustee).


 


(i)                                     The
Issuer shall not amend the Trust Agreement without first obtaining the prior
written consent of each Rating Agency.


 


(j)                                     All
audited financial statements of the Issuer that are consolidated with those of
any affiliate thereof, if any, will contain detailed notes clearly stating that
(i) all of the Issuer’s assets are owned by the Issuer, and (ii) the
Issuer is a separate entity with creditors who have received ownership and/or
security interests in the Issuer’s assets.


 


(k)                                  The
Issuer will strictly observe legal formalities in its dealings with the Sponsor
or any affiliate thereof, and funds or other assets of the Issuer will not be
commingled with those of the Sponsor or any other affiliate thereof.  The Issuer shall not maintain joint bank
accounts or other depository accounts to which the Sponsor or any other
affiliate has independent access.  None
of the Issuer’s funds will at any time be pooled with any funds of the Sponsor
or any other affiliate.


 


(l)                                     The
Issuer will maintain an arm’s length relationship with the Sponsor (and any
affiliate).  Any Person that renders or
otherwise furnishes services to the Issuer will be compensated by the Issuer at
market rates for such services it renders or otherwise furnishes to the Issuer
except as otherwise provided in this Indenture.  Except as contemplated in this Indenture or, the Loan Sale
Agreement, the Issuer will not hold itself out to be responsible for the debts
of the Sponsor or the decisions or actions respecting the daily business and
affairs of the Sponsor.


 


Section
4.15.  Providing
of Notice.  The
Issuer, upon learning of any failure on its part to observe or perform in any
material respect any covenant, representation or warranty of the Issuer set
forth in this Indenture or the Loan Sale Agreement, or of any failure on the
part of the Sponsor to observe or perform in any material respect any covenant,
representation or warranty of the Sponsor set forth in the Loan Sale Agreement,
shall promptly notify the Indenture Trustee, the Servicer and each Rating
Agency of such failure.


 


Section
4.16.  Reports
by Issuer.  The Issuer
will:


 


(a)                                  file
with the Indenture Trustee, within 15 days after the Issuer is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe), if any, which the 


 


35

















 


Issuer may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act;


 


(b)                                 file
with the Indenture Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports, if any, with respect to compliance by the
Issuer with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and


 


(c)                                  transmit
by mail to the Noteholders, within 30 days after the filing thereof with
the Indenture Trustee, in the manner and to the extent provided in TIA
Section 313(c), such summaries of any information, documents and reports
required to be filed by the Issuer, if any, pursuant to Section 4.16(a);
and (b) as may be required by rules and regulations prescribed from time to
time by the Commission.


 


The Indenture Trustee may conclusively rely and accept
such reports from the Issuer as fulfilling the requirements of this
Section 4.16, with no further duty to know, determine or examine such
reports or comply with the prescribed timing, rules and regulations of the
Commission.


 


Section
4.17.  Statement
as to Compliance.  The
Issuer will deliver to the Indenture Trustee, within 75 days after the end
of each fiscal year, a brief certificate from an Authorized Officer as to his
or her knowledge stating the Issuer is in compliance with all conditions and
covenants under this Indenture and, in the event of any noncompliance,
specifying such noncompliance and the nature and status thereof.  For purposes of this Section 4.17, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


Section
4.18.  Collection of Indebtedness and Suits for
Enforcement by Indenture Trustee. 
The Issuer covenants that if:


 


(a)                                  default
is made in the payment of any installment of interest, if any, on any Notes
when such interest becomes due and payable and such default continues for a
period of 30 days; or


 


(b)                                 default
is made in the payment of the principal of and premium, if any, on any Notes at
their Maturity;


 


then the Issuer will, upon demand of the Indenture
Trustee, pay to the Indenture Trustee, for the benefit of the Noteholders, the
whole amount then due and payable on such Notes for principal and premium, if
any, and interest, with interest upon any overdue principal and premium, if
any, and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest, if any, at the rate or
rates borne by or provided for in such Notes, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel.


 


36

















 


If the Issuer fails to pay such amounts forthwith upon
such demand, the Indenture Trustee, in its own name and as Indenture Trustee of
an express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Issuer or any other obligor upon
such Notes of such series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Issuer or any
other obligor upon such Notes, wherever situated.


 


If an Event of Default with respect to Notes occurs
and is continuing of which a Responsible Officer has actual knowledge, the
Indenture Trustee may, after being indemnified to its satisfaction and in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders by such appropriate judicial proceedings as the Indenture Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.


 


Section
4.19.  Representations
of the Issuer Regarding the Indenture Trustee’s Security Interest.  The Issuer hereby represents and warrants
for the benefit of the Indenture Trustee and the Noteholders as follows:


 


(a)                                  This
Indenture creates a valid and continuing security interest (as defined in the
applicable Uniform Commercial Code in effect in the State of Delaware) in the
Financed Student Loans in favor of the Indenture Trustee, which security
interest is prior to all other liens, charges, security interests, mortgages or
other encumbrances, and is enforceable as such as against creditors of and
purchasers from the Issuer.


 


(b)                                 The
Higher Education Act deems the Financed Student Loans to constitute accounts
within the meaning of the applicable UCC as in effect in the State of Delaware
for the purposes of perfecting a security interest in the Financed Eligible
Loans.


 


(c)                                  The
Issuer (or the Eligible Lender Trustee on behalf of the Issuer) owns and has
good and marketable title to the Financed Student Loans free and clear of any
lien, charge, security interest, mortgage or other encumbrance, claim or
encumbrance of any Person.


 


(d)                                 The
Issuer has caused or will have caused, within 10 days, the filing of all
appropriate financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest in
the Financed Student Loans granted to the Indenture Trustee hereunder.


 


(e)                                  All
executed copies of each promissory note that constitute or evidence the
Financed Student Loans have been delivered to either the Indenture Trustee or
the Custodian.


 


(f)                                    The
Issuer has received a written acknowledgment from each Custodian that such
Custodian is holding the promissory notes that constitute or evidence the
Financed Student Loans solely on behalf and for the benefit of the Indenture
Trustee.


 


(g)                                 Other
than the security interest granted to the Indenture Trustee pursuant to this
Indenture, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise 


 


37

















 


conveyed any of the
Financed Student Loans.  The Issuer has
not authorized the filing of and is not aware of any financing statements
against the Issuer that include a description of collateral covering the
Financed Student Loans other than any financing statement relating to the
security interest granted to the Indenture Trustee hereunder or that has been
terminated.  The Issuer is not aware of
any judgment or tax lien filings against the Issuer.


 


Section
4.20.  Covenants
of the Issuer Regarding the Indenture Trustee’s Security Interest.  The Issuer hereby covenants for the benefit
of the Indenture Trustee and the Noteholders as follows:


 


(a)                                  The
representations and warranties set forth in Section 4.19 shall survive the
termination of this Indenture.


 


(b)                                 The
Indenture Trustee shall not waive any of the representations and warranties set
forth in Section 4.19 above.


 


(c)                                  The
Issuer shall take all steps necessary, and shall cause the Servicers to take
all steps necessary and appropriate, to maintain the perfection and priority of
the Indenture Trustee’s security interest in the Financed Student Loans.


 


Section
4.21.  Tax
Treatment.  The Issuer
has entered into this Indenture, and the Notes will be issued, with the
intention that, for federal, state and local income, business and franchise tax
purposes, the Notes (other than the Junior-Subordinate Notes and the Residual
Notes) will qualify as indebtedness of the Issuer.  The Issuer, by entering into this Indenture, and each Noteholder,
by its acceptance of its Note, agree to treat the Notes (other than the
Junior-Subordinate Notes and the Residual Notes) for federal, state and local
income, business and franchise tax purposes as indebtedness of the Issuer.


 


Section
4.22.  Opinions
as to Indenture Trust Estate.


 


(a)                                  On
the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion
of Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording and filing of this Indenture, any
Supplemental Indentures hereto, and any other requisite documents, and with
respect to the execution and filing of any financing statements and
continuation statements, as are necessary to perfect and make effective the
lien and security interest of this Indenture and reciting the details of such
action, or stating that, in the opinion of such counsel, no such action is
necessary to make such lien and security interest effective.


 


(b)                                 On
or before March 31, in each calendar year, beginning on March 31, 2004,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Indenture,
any Supplemental Indentures hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and
continuation statements as are necessary to maintain the lien and security
interest created by this Indenture and reciting the details of such action or
stating that in the opinion of such counsel no such action is necessary to
maintain such lien and security interest. 
Such Opinion of Counsel shall also describe the recording, 


 


38

















 


filing, re-recording and
refiling of this Indenture, any Supplemental Indentures hereto and any other
requisite documents and the execution and filing of any financing statements
and continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until
March 31, in the following calendar year.


 


ARTICLE V


 


FUNDS


 


Section
5.01.  Creation and Continuation of Funds and
Accounts.


 


(a)                                  There
are hereby created and established the following Funds to be held and
maintained by the Indenture Trustee in its corporate trust department for the
benefit of the Noteholders:


 


(i)                                     Acquisition
Fund;


 


(ii)                                  Revenue
Fund; and


 


(iii)                               Reserve
Fund.


 


(b)                                 The
Operating Fund will be established separately by the Issuer, and will not
constitute a Fund within the meaning of this Indenture, and is held by a
depository bank of the Issuer for the benefit of the Issuer; and the
Noteholders shall have no right, title or interest therein.


 


The Indenture Trustee is hereby authorized for the
purpose of facilitating the administration of the Trust Estate and for the
administration of any Notes issued hereunder to create Accounts or Subaccounts
in any of the various Funds and Accounts established hereunder as described in
a Supplemental Indenture or as are otherwise deemed necessary or desirable.


 


Section
5.02.  Acquisition
Fund.  There shall be
deposited into the Acquisition Fund amounts described in any Supplemental
Indenture, any deposit of funds from the Issuer, moneys from proceeds of any
Notes described in any Supplemental Indenture, and any moneys transferred
thereto from the Revenue Fund pursuant to Section 5.03 hereof.  Financed Student Loans shall be held by the
Indenture Trustee or its agent or bailee and shall be pledged to the Trust
Estate and accounted for as a part of the Acquisition Fund.


 


Moneys on deposit in the Acquisition Fund shall be
used, (i) upon Issuer Order, solely to pay costs of issuance of the Notes,
(ii) to redeem Notes in accordance with the provisions of any Supplemental
Indenture, (iii) to make Principal Reduction Payments on any Principal
Reduction Payment Date in accordance with the provisions of any Supplemental
Indenture, and, (iv) upon receipt by the Indenture Trustee of a Student
Loan Acquisition Certificate, to acquire Student Loans and Add-on Consolidation
Loans at a price which would permit the results of cash flow analyses provided
to each Rating Agency on any Closing Date to be sustained as certified to the
Indenture Trustee on the Student Loan Acquisition Certificate; provided that
such price may be increased if Rating Confirmation is obtained, based on new
cash flow analyses containing such 


 


39

















 


assumptions as the Issuer
shall reasonably determine.  Any such
Issuer Order or Student Loan Acquisition Certificate shall state that such
proposed use of moneys in the Acquisition Fund is in compliance with the
provisions of this Indenture.  If the
Issuer determines that all or any portion of such moneys cannot be so used,
then an Authorized Representative of the Issuer may, by Issuer Order, direct
the Indenture Trustee to redeem Notes in accordance with any Supplemental
Indenture.


 


Notwithstanding the foregoing, if on any Payment Date
there are not sufficient moneys on deposit in the Revenue Fund to make the
transfers required by Section 5.03(b)(i) through (vii) hereof, then, an
amount equal to any such deficiency shall be transferred directly from any
Account within the Acquisition Fund.


 


While the Issuer will be the beneficial owner of the
Financed Student Loans and the Noteholders will have a security interest
therein, it is understood and agreed that the Eligible Lender Trustee will be
the legal owner thereof and the Indenture Trustee will have a security interest
in the Financed Student Loans for and on behalf of the Noteholders. The notes
representing the Financed Student Loans will be held in the name of the
Eligible Lender Trustee for the account of the Issuer, for the benefit of the Noteholders.


 


Section
5.03.  Revenue
Fund.


 


(a)                                  The
Indenture Trustee shall deposit into the Revenue Fund amounts described in any
Supplemental Indenture, all Revenues derived from Financed Student Loans
acquired by the Issuer, all other Revenue derived from moneys or assets on
deposit in the Acquisition Fund and the Reserve Fund, all Counterparty
Derivative Payments and any other amounts deposited thereto upon receipt of an
Issuer Order.  All Recoveries of
Principal constituting a portion of the Revenue deposited in the Revenue Fund
and so identified to the Indenture Trustee by the Administrator shall be
transferred, on a monthly basis, to the Acquisition Fund.  Upon receipt of an Issuer Order
substantially in the form of Exhibit B hereto, directing the same, moneys
in the Revenue Fund shall be used, on any date, to make a transfer to the
Operating Fund, subject to Section 5.05 hereof.  Upon receipt of an Issuer Order directing the same, moneys in the
Revenue Fund shall be used, on any date, to fund the acquisition of Add-on
Consolidation Loans during the related Add-on Period to the extent moneys are
not otherwise available therefor in the Acquisition Fund.  The Issuer shall provide the Indenture
Trustee with an Issuer Order with respect to all Issuer Derivative Payments and
carry-over interest amounts, which Issuer Order the Indenture Trustee may
conclusively rely on.


 


(b)                                 On
each Payment Date and Derivative Payment Date, money remaining in the Revenue
Fund shall be used and transferred to other funds or Persons in the following
order of precedence (any money not so transferred or paid to remain in the
Revenue Fund until subsequently applied pursuant to this Section 5.03(b)):


 


(i)                                     on
a parity basis, to pay interest due on any Senior Notes on such Payment Date and
any Issuer Derivative Payment secured on a parity with the Senior Notes due on
such Derivative Payment Date;


 


40

















 


(ii)                                  on
a parity basis, to pay the principal of or premium, if any, on any Senior Notes
due on such Payment Date (if such Payment Date is a Stated Maturity or
mandatory sinking fund redemption date with respect to such Senior Notes);


 


(iii)                               on
a parity basis, to pay interest due on any Subordinate Notes on such Payment
Date and any Issuer Derivative Payment secured on a parity with the Subordinate
Notes due on such Derivative Payment Date;


 


(iv)                              on a
parity basis, to pay the principal of or premium, if any, on any Subordinate
Notes due on such Payment Date (if such Payment Date is a Stated Maturity or
mandatory sinking fund redemption date with respect to such Subordinate Notes);


 


(v)                                 on
a parity basis, to pay interest on Junior-Subordinate Notes on such Payment
Date and to make any Issuer Derivative Payment secured on a parity with such
Junior-Subordinate Notes due on such Derivative Payment Date;


 


(vi)                              on a
parity basis, to pay the principal of or premium, if any, on any
Junior-Subordinate Notes due on such Payment Date (if such Payment Date is a
Stated Maturity or mandatory sinking fund redemption date with respect to such
Junior-Subordinate Notes);


 


(vii)                           to the
Reserve Fund the amount, if any, required by Section 5.04(d) hereof;


 


(viii)                        upon
receipt of an Issuer Order, on a parity basis, to pay interest due on any
Residual Notes and to make any Issuer Derivative Payment secured on a parity
with such Residual Notes due on such Derivative Payment Date to the extent
that, after such payment the ratio of the Value of the Trust Estate to the
Value of the Notes then Outstanding (excluding the Residual Notes) is not less
then the ratio specified in a Supplemental Indenture;


 


(ix)                                upon
receipt of an Issuer Order, to pay interest accrued on the interest carryover
amounts of the Senior Notes, the interest carryover amounts of the Senior
Notes, to pay interest accrued on the interest carryover amounts of the
Subordinate Notes, the interest carryover amounts of the Subordinate Notes, to
pay interest accrued on the interest carryover amounts of the
Junior-Subordinate Notes, the interest carryover amounts of the
Junior-Subordinate, in that order of priority provided, however, on any Payment
Date, any such amount shall be allocated first to any Notes being redeemed on
such Payment Date;


 


(x)                                   upon
receipt of an Issuer Order, to pay unpaid Termination Payments due on a
Derivative Payment Date and any other unpaid Issuer Derivative Payment in the
following order of priority: first,
to a Counterparty who has provided a Derivative Product secured on a parity
with the Senior Notes; second, to
a Counterparty who has provided a Derivative Product secured on a parity with
the Subordinate Notes; third, to
a Counterparty who has provided a 


 


41

















 


Derivative Product
secured on a parity with the Junior-Subordinate Notes; and fourth, to a Counterparty who has provided
a Derivative Product secured on a parity with the Residual Notes;


 


(xi)                                upon
receipt of an Issuer Order, unless otherwise specified in a Supplemental
Indenture, to pay principal on the Residual Notes to the extent that, after
such payment the ratio of the Value of the Trust Estate to the Notes then
Outstanding (excluding the Residual Notes) is not less then the ratio specified
in a Supplemental Indenture; and


 


(xii)                             to
the extent the Indenture permits payments to the Issuer free from the lien of
the Indenture pursuant to Section 5.06 hereof, at the option of the Issuer
and upon Issuer Order to exercise such option, the remaining money in the
Revenue Fund on such payment date may be paid to the Issuer.


 


Section
5.04.  Reserve
Fund.


 


(a)                                  The
Indenture Trustee shall deposit to the Reserve Fund the amount, if any,
specified in each Supplemental Indenture. 
On each Payment Date, to the extent there are insufficient moneys in the
Revenue Fund to make the transfers required by Sections 5.03(b)(i) through
(vi) hereof, then, the amount of such deficiency shall be paid directly from
the Reserve Fund if such deficiency has not been paid from the Acquisition
Fund.


 


(b)                                 Money
in the Reserve Fund may be used to pay principal on the Notes only on the date
of their Maturity.


 


(c)                                  An
amount specified in a Supplemental Indenture may be withdrawn from the Reserve
Fund, free from the lien of the Indenture on the dates described therein.


 


(d)                                 If
the Reserve Fund is used for the purposes described in Section 5.04(a)-(c)
hereof, the Indenture Trustee shall restore the Reserve Fund to the Reserve
Fund Requirement with respect thereto by transfers from the Revenue Fund on the
next Payment Date pursuant to Section 5.03(b)(vii) hereof or from the Acquisition
Fund pursuant to Section 5.02 hereof. 
If the full amount required to restore the Reserve Fund to the
applicable Reserve Fund Requirement is not available in the Revenue Fund on
such next succeeding Payment Date, the Indenture Trustee shall continue to
transfer funds from the Revenue Fund as they become available and in accordance
with Section 5.03(b)(vii) hereof until the deficiency in the Reserve Fund
has been eliminated.


 


(e)                                  On
any day that the amount in the Reserve Fund exceeds the Reserve Fund
Requirement with respect thereto, the Indenture Trustee, at the direction of
the Issuer, shall transfer the excess to the Revenue Fund.


 


(f)                                    On
the date of redemption of all of the Notes, the Indenture Trustee shall
transfer all amounts in the Reserve Fund to the Revenue Fund.


 


42

















 


Section
5.05.  Operating
Fund.  The Indenture
Trustee shall deposit to the Operating Fund, the amount, if any, specified in
each Supplemental Indenture.  The
Operating Fund is a special fund created with the Indenture Trustee.  No Noteholder shall have any right, title or
interest in the Operating Fund.  Amounts
deposited in the Operating Fund shall be used to pay Program Expenses.


 


The amount deposited in the Operating Fund by transfer
from the Revenue Fund and, if necessary, from the Acquisition Fund, and the
schedule of deposits shall be determined by the Issuer.  Such Issuer Order shall certify that the
amount so transferred in any one Fiscal Year shall not exceed the amount budgeted
by the Issuer as Program Expenses for such Fiscal Year with respect to the
Notes and as may be limited by a Supplemental Indenture, and does not exceed
the amount designated therefor in the cash flows provided to each Rating Agency
on each Closing Date, unless the Issuer, after furnishing each Rating Agency
with revised cash flows, shall have received a Rating Confirmation.  The Issuer shall provide the Indenture
Trustee with an Issuer Order and a copy of any Rating Confirmation at least two
business days prior to the day on which the amount is to be transferred.


 


At any time in order to meet expenses which have been
incorporated in an amended budget, the Issuer may requisition from the
Indenture Trustee the amount which it is anticipated will be required to pay
the Program Expenses not in excess of the amount budgeted with respect to the
Notes for the period to the next deposit into the Operating Fund.  The requisition, in the form of an Issuer
Order, shall include a statement that the amount requisitioned, when combined
with the amount requisitioned previously in the Fiscal Year, does not exceed
the amount currently budgeted for that year as Program Expenses or as may be
further limited by a Supplemental Indenture.


 


Upon the receipt of such requisition, the Indenture
Trustee shall withdraw the amount requisitioned from the Revenue Fund, and if
necessary, from the Acquisition Fund (or so much thereof as is then on deposit
in such Funds) and transfer the same into the Operating Fund.  The Issuer may request that the Indenture
Trustee pay the requisitioned amount in installments as specified by the
Issuer.  In the event there is not
sufficient money on hand in the Revenue Fund and the Acquisition Fund to
transfer the full amount requisitioned, the Indenture Trustee shall notify the
Issuer and the Issuer shall then determine the amount to be transferred.


 


Section
5.06.  Transfers
to Issuer.  Transfers
from the Revenue Fund to the Issuer may be made in accordance with
Section 5.03(b)(xii) hereof; provided, however, that no transfer of assets
to the Issuer (other than pursuant to the Operating Fund as otherwise permitted
in Section 5.05 hereof) shall be made if there is not on deposit in the
Reserve Fund an amount equal to at least the Reserve Fund Requirement; and
further provided, that no transfer shall be made to the Issuer unless the
Administrator shall have certified to the Trustee, upon which the Trustee may
conclusively rely, that immediately after taking into account any such
transfer, the Value of the Trust Estate exceeds 101.5% of the unpaid principal
amount of the Notes Outstanding (excluding the Residual Notes) and 104% of the
unpaid principal amount of the Senior Notes Outstanding.


 


The amounts so transferred to the Issuer may be used
for any proper purpose of the Issuer.


 


43

















 


Section
5.07.  Investment
of Funds Held by Indenture Trustee.  The Indenture Trustee shall invest money held for the credit of
any Fund or Account or Subaccount held by the Indenture Trustee hereunder as
directed in writing by an Authorized Representative of the Issuer, to the
fullest extent practicable and reasonable, in Eligible Investments which shall
mature or be redeemed prior to the respective dates when the money held for the
credit of such Fund or Account will be required for the purposes intended.  In the absence of any such direction and to
the extent practicable, the Indenture Trustee shall invest amounts held
hereunder in those Eligible Investments described in paragraph (d) of the
definition of the Eligible Investments. 
The Indenture Trustee and the Issuer hereby agree that unless an Event
of Default shall have occurred hereunder, the Issuer acting by and through an
Authorized Representative shall be entitled to, and shall, provide written
direction or oral direction confirmed in writing to the Indenture Trustee with
respect to any discretionary acts required or permitted of the Indenture
Trustee under any Eligible Investments and the Indenture Trustee shall not take
such discretionary acts without such written direction.


 


The Eligible Investments purchased shall be held by
the Indenture Trustee and shall be deemed at all times to be part of such Fund
or Account or Subaccounts or combination thereof, and the Indenture Trustee
shall inform the Issuer of the details of all such investments.  Upon direction in writing from an Authorized
Representative of the Issuer, the Indenture Trustee shall use its best efforts
to sell at the best price obtainable, or present for redemption, any Eligible
Investments purchased by it as an investment whenever it shall be necessary to
provide money to meet any payment from the applicable Fund.  The Indenture Trustee shall advise the
Issuer in writing, on or before the fifteenth day of each calendar month (or
such later date as reasonably consented to by the Issuer), of all investments
held for the credit of each Fund in its custody under the provisions of this
Indenture as of the end of the preceding month and the value thereof, and shall
list any investments which were sold.


 


Money in any Fund constituting a part of the Trust
Estate may be pooled for the purpose of making investments and may be used to
pay accrued interest on Eligible Investments purchased.  The Indenture Trustee and its affiliates may
act as principal or agent in the acquisition or disposition of any Eligible
Investments.


 


Notwithstanding the foregoing, the Indenture Trustee
shall not be responsible or liable for any losses on investments made by it
hereunder or for keeping all Funds held by it, fully invested at all times, its
only responsibility being to comply with the investment instructions of the
Issuer or its designee in a non-negligent manner. The Indenture Trustee shall
have no liability in respect of losses incurred as a result of liquidation of
any Eligible Investment prior to its stated maturity or failure to provide
timely written directions.


 


The Issuer acknowledges that to the extent the
regulations of the Comptroller of the Currency or other applicable regulatory agency
grant the Issuer the right to receive brokerage confirmations of security
transactions, the Issuer waives receipt of such confirmations.


 


Section
5.08.  Eligible
Investments.  Any
investment of funds in Eligible Investments shall be held by a financial
institution in accordance with the following requirements:


 


44

















 


(a)                                  all
Eligible Investments shall be held in an account with such financial
institution in the name of the Indenture Trustee;


 


(b)                                 all
Eligible Investments held in such account shall be delivered to the Indenture
Trustee in the following manner:


 


(i)                                     with
respect to bankers’ acceptances, commercial paper, negotiable certificates of
deposit and other obligations that constitute “instruments” within the meaning
of Section 9-102(a)(47) of the UCC (other than certificated
securities) and are susceptible of physical delivery, transferred to the
Trustee by physical delivery to the Indenture Trustee, endorsed to, or
registered in the name of, the Indenture Trustee or its nominee or endorsed in
blank; or such additional or alternative procedures as may hereafter become
appropriate to effect the complete transfer of ownership of any such Eligible
Investments to the Indenture Trustee free of any adverse claims, consistent
with changes in applicable law or regulations or the interpretation thereof;


 


(ii)                                  with
respect to a “certificated security” (as defined in Section 8-102(a)(4)
of the UCC), transferred:


 


(A)                              by
physical delivery of such certificated security to the Indenture Trustee,
provided that if the certificated security is in registered form, it shall be
endorsed to, or registered in the name of, the Indenture Trustee or endorsed in
blank;


 


(B)                                by
physical delivery of such certificated security in registered form to a
“securities intermediary” (as defined in Section 8-102(a)(14) of the
UCC) acting on behalf of the Indenture Trustee if the certificated security has
been specially endorsed to the Indenture Trustee by an effective endorsement;


 


(iii)                               with
respect to any security issued by the U.S. Treasury, the Federal Home Loan
Mortgage Corporation or by the Federal National Mortgage Association that is a
book-entry security held through the Federal Reserve System pursuant to Federal
book entry regulations, the following procedures, all in accordance with
applicable law, including applicable federal regulations and Articles 8 and 9
of the UCC: book-entry registration of such property to an appropriate
book-entry account maintained with a Federal Reserve Bank by a securities
intermediary which is also a “depositary” pursuant to applicable federal
regulations and issuance by such securities intermediary of a deposit advice or
other written confirmation of such book-entry registration to the Indenture Trustee
of the purchase by the securities intermediary on behalf of the Indenture
Trustee of such book-entry security; the making by such securities intermediary
of entries in its books and records identifying such book-entry security held
through the Federal Reserve System pursuant to Federal book-entry regulations
as belonging to the Indenture Trustee and indicating that such securities
intermediary holds such book-entry security solely as agent for the Indenture
Trustee; or such 


 


45

















 


additional or alternative
procedures as may hereafter become appropriate to effect complete transfer of
ownership of any such Eligible Investments to the Indenture Trustee free of any
adverse claims, consistent with changes in applicable law or regulations or the
interpretation thereof;


 


(iv)                              with
respect to any “uncertificated security” (as defined in Section 8-102(a)(18)
of the UCC) that is not governed by clause (iii) above, transferred:


 


(A)                              (1)                                  by
registration to the Indenture Trustee as the registered owner thereof, on the
books and records of the issuer thereof; or


 


(2)                                  by
registration to another Person (not a securities intermediary) that either
becomes the registered owner of the uncertificated security on behalf of the
Indenture Trustee or, having become the registered owner, acknowledges that it
holds for the Indenture Trustee; or


 


(B)                                by
the issuer thereof having agreed that it will comply with instructions
originated by the Indenture Trustee without further consent of the registered
owner thereof;


 


(v)                                 with
respect to any “security entitlement” (as defined in Section 8-102(a)(17)
of the UCC):


 


(A)                              if a
securities intermediary


 


(1)                                  indicates
by book entry that a “financial asset” (as defined in Section 8-102(a)(9)
of the UCC) has been credited to the Indenture Trustee’s “securities account”
(as defined in Section 8-501(a) of the UCC);


 


(2)                                  receives
a financial asset (as so defined) from the Indenture Trustee or acquires a
financial asset for the Indenture Trustee, and, in either case, accepts it for
credit to the Indenture Trustee’s securities account (as so defined);


 


(3)                                  becomes
obligated under other law, regulation or rule to credit a financial asset to
the Indenture Trustee’s securities account; or


 


(4)                                  has
agreed that it will comply with “entitlement orders” (as defined in
Section 8-102(a)(8) of the UCC) originated by the Indenture Trustee,
without further consent by the “entitlement holder” (as defined in
Section 8-102(a)(7) of the UCC); and


 


46

















 


(B)                                such
financial asset either is such Eligible Investment or a security entitlement
evidencing a claim thereto; and


 


(vi)                              in
each case of delivery contemplated pursuant to clauses (i) through (v)
above, the Indenture Trustee shall make appropriate notations on its records,
and shall cause the same to be made on the records of its nominees, indicating
that such Eligible Investment is held in trust pursuant to and as provided in
this Indenture.


 


Any cash held by the Indenture Trustee shall be
considered a “financial asset” for purposes of this paragraph.  Subject to the other provisions hereof, the
Indenture Trustee shall have sole control over each such investment and the
income thereon, and any certificate or other instrument evidencing any such
investment, if any, shall be delivered directly to the Indenture Trustee or its
agent, together with each document of transfer, if any, necessary to transfer
title to such investment to the Indenture Trustee in a manner which complies
with this paragraph.


 


The Indenture Trustee agrees that it has no security
interest or other adverse claim to the Funds and Accounts or the Eligible
Investments therein that are part of the Trust Estate other than pursuant to
this Indenture and that it will not enter into any agreement that would give
any Person or entity other than the Indenture Trustee the right to give
entitlement orders with respect to such Eligible Investments or the Funds and
Accounts.


 


Section
5.09.  Release;
Sale of Financed Student Loans.  The Indenture Trustee shall, upon Issuer Order and subject to the
provisions of this Indenture, take all actions reasonably necessary to effect
the release of any Financed Student Loans from the lien of this Indenture to
the extent required by the Higher Education Act or other applicable laws.


 


Prior to any such sale or disposition and release of
any Financed Student Loans, the Issuer shall provide the Indenture Trustee with
an Issuer Order stating the sale price, directing that the Financed Student
Loans be sold or otherwise disposed of and delivered to the purchaser and
certifying that the person to whom such Financed Student Loans were sold,
assigned, transferred, or conveyed is an Eligible Lender (unless not required
by the Act).  The Issuer shall also
deliver to the Indenture Trustee an Issuer Order to the effect that the
disposition price is equal to or in excess of the principal amount of the
Financed Student Loans to be sold or disposed of (plus accrued interest) or
equal to or in excess of the purchase price paid by the Issuer for such
Financed Student Loans (less principal payments received with respect to such
student loans), whichever is lower, or that the sale of the Financed Student
Loans was required to be made by applicable law at a time when such price was
not obtainable and that the Issuer has used commercially reasonable efforts to
maximize proceeds of such sale.


 


ARTICLE VI


 


DEFAULTS
AND REMEDIES


 


Section
6.01.  Events
of Default Defined. 
For the purpose of this Indenture, the following events are hereby
defined as, and are declared to be, “Events of Default”:


 


47

















 


(a)                                  default
in the due and punctual payment of the principal of or interest on any of the
Senior Notes when due or failure to make any payment due under any other Senior
Obligations hereunder when due (other than the failure to make Principal
Reduction Payments);


 


(b)                                 if
no Senior Obligations are Outstanding hereunder, default in the due and
punctual payment of the principal of or interest on any of the Subordinate
Notes or failure to make any payment due under any other Subordinate Obligation
when due (other than the failure to make Principal Reduction Payments);


 


(c)                                  if
no Senior Obligations or Subordinate Obligations are Outstanding hereunder,
default in the due and punctual payment of the principal of or interest on any
of the Junior-Subordinate Notes or failure to make any payment due under any
other Junior Subordinate Obligation when due (other than the failure to make
Principal Reduction Payments);


 


(d)                                 if
no Senior Obligations, Subordinate Obligations or Junior Subordinate
Obligations are Outstanding hereunder, default in the due and punctual payment
of the principal of or interest on any of the Residual Notes or failure to make
any payment due under any other Residual Obligation when due (other than the
failure to make Principal Reduction Payments);


 


(e)                                  default
in the performance or observance of any other of the covenants, agreements, or
conditions on the part of the Issuer to be kept, observed, and performed
contained in this Indenture or in the Notes, and continuation of such default
for a period of 30 days after written notice thereof by the Indenture
Trustee to the Issuer; and


 


(f)                                    the
occurrence of an Event of Bankruptcy with respect to the Issuer.


 


Failure to pay interest carryover amounts or interest
on interest carryover amounts shall not constitute an event of default.


 


Any notice herein provided to be given to the Issuer
with respect to any default shall be deemed sufficiently given if sent by
certified mail with postage prepaid to the Person to be notified, addressed to
such Person at the post office address as shown in Section 9.01 of this
Indenture or such other address as may hereafter be given at the principal office
of the Issuer in writing to the Indenture Trustee by an Authorized
Representative of the Issuer.  The
Indenture Trustee shall give such notice if requested to do so in writing by
the Noteholders of at least a majority of the principal amount of the Highest
Priority Obligations at the time Outstanding (“Noteholder Approval”).


 


Section
6.02.  Remedy
on Default; Possession of Trust Estate.  Subject to Section 6.09 hereof, upon
the happening and continuance of any Event of Default, the Indenture Trustee personally
or by its attorneys or agents may enter into and upon and take possession of
such portion of the Trust Estate as shall be in the custody of others, and all
property comprising the Trust Estate, and each and every part thereof, and
exclude the Issuer and its agents, servants, and employees wholly therefrom,
and have, hold, use, operate, manage and control the same and each and every
part thereof, and in the name of the Issuer or otherwise, as they shall deem
best, 


 


48

















 


conduct the business thereof and exercise the
privileges pertaining thereto and all the rights and powers of the Issuer and
use all of the then existing Trust Estate for that purpose, and collect and
receive all charges, income and Revenue of the same and of every part thereof,
and after deducting therefrom all fees and expenses incurred hereunder and all
other proper outlays herein authorized, and all payments which may be made as
just and reasonable compensation for its own services, and for the services of
its attorneys, agents, and assistants (and any other amounts due and owing
including amounts due and owing to the Delaware Trustee and its counsel), the
Indenture Trustee shall apply the rest of the money received by the Indenture Trustee
as follows: first to the payment
of the interest in default on the Senior Notes and all Issuer Derivative
Payments (excluding all Termination Payments other than Priority Termination
Payments) secured on a parity with the Senior Notes then due, in the order of
the maturity of the installments thereof, with interest on overdue installments
thereof at the same rates, respectively, as were borne by the Senior Notes on
which such interest shall be in default and such Issuer Derivative Payments
(excluding all Termination Payments other than Priority Termination Payments)
as provided in the ISDA Master Agreement then due, as the case may be, second, to the payment of the principal of
all Senior Notes then due, such payments to be made ratably to the parties
entitled thereto without discrimination or preference, third, to the payment of the interest in
default on the Subordinate Notes and all Issuer Derivative Payments (excluding
all Termination Payments other than Priority Termination Payments) secured on a
parity with the Subordinate Notes then due, in the order of the maturity of the
installments thereof with interest on overdue installments thereof at the same
rates, respectively, as were borne by the Subordinate Notes on which such
interest shall be in default and such Issuer Derivative Payments (excluding all
Termination Payments other than Priority Termination Payments) as provided in
the ISDA Master Agreement then due, as the case may be, fourth, to the payment of the principal of
all Subordinate Notes then due, such payments to be made ratably to the parties
entitled thereto without discrimination or preference, fifth, to the payment of the interest in
default on the Junior-Subordinate Notes and all Issuer Derivative Payments
(excluding all Termination Payments other than Priority Termination Payments)
secured on a parity with such Junior-Subordinate Notes then due, in the order
of the maturity of the installments thereof, with interest on overdue
installments thereof at the same rates, respectively, as were borne by the
Junior-Subordinate Notes on which such interest shall be in default and such
Issuer Derivative Payments (excluding all Termination Payments other than
Priority Termination Payments) as provided in the ISDA Master Agreement then
due, as the case may be, sixth,
to the payment of the principal of all Junior-Subordinate Notes then due, such
payments to be made ratably to the parties entitled thereto without
discrimination or preference, seventh,
to the payment of the interest in default on the Residual Notes and all Issuer
Derivative Payments (excluding all Termination Payments other than Priority
Termination Payments) secured on a parity with such Residual Notes then due, in
the order of the maturity of the installments thereof at the same rates,
respectively, as were borne by the Residual Notes on which such interest shall
be in default and such Issuer Derivative Payments (excluding all Termination
Payments other than Priority Termination Payments) as provided in the ISDA
Master Agreement then due, as the case may be, and eighth, to the payment of the principal of all Residual
Notes then due, such payments to be made ratably to the parties entitled
thereto without discrimination or preference, except as may be provided in a
Supplemental Indenture, ninth, to
pay interest accrued on the carryover amounts of the Senior notes, the
carryover amounts of the Senior Notes, to pay interest accrued on the carryover
amounts of the Subordinate Notes, the carryover amounts of the Subordinate
Notes, to pay 


 


49

















 


interest accrued on the carryover amounts of the
Junior-Subordinate Notes, the carryover amounts of the Junior-Subordinate
Notes, in that order of priority, tenth,
to pay unpaid Termination Payments due as a result of a Counterparty default
under a Derivative Product secured on a parity with the Senior Notes, eleventh, to pay unpaid Termination
Payments due as a result of a Counterparty default under a Derivative Product
secured on a parity with the Subordinate Notes, twelfth to pay unpaid Termination Payments due as a result
of a Counterparty default under a Derivative Product secured on a parity with
the Junior-Subordinate Notes, and thirteenth,
to pay unpaid Termination Payments due as a result of a Counterparty default
under a Derivative Product secured on a parity with the Residual Notes.


 


Section
6.03.  Remedies
on Default; Advice of Counsel.  Upon the happening of any Event of Default, the Indenture Trustee
may proceed to protect and enforce the rights of the Indenture Trustee and the
Noteholders upon being indemnified upon its request and satisfaction by the
Noteholders and in such manner as counsel for the Indenture Trustee may advise,
whether for the specific performance of any covenant, condition, agreement or
undertaking herein contained, or in aid of the execution of any power herein
granted, or for the enforcement of such other appropriate legal or equitable
remedies as, in the opinion of such counsel, may be more effectual to protect
and enforce the rights aforesaid.


 


Section
6.04.  Remedies
on Default; Sale of Trust Estate.  Upon the happening of any Event of Default and if the principal
of all of the Outstanding Obligations shall have been declared due and payable,
then and in every such case, and irrespective of whether other remedies
authorized shall have been pursued in whole or in part, the Indenture Trustee
may sell, with or without entry, to the highest bidder the Trust Estate, and
all right, title, interest, claim and demand thereto and the right of
redemption thereof, at any such place or places, and at such time or times and
upon such notice and terms as may be required by law.  Upon such sale the Indenture Trustee may make and deliver to the
purchaser or purchasers a good and sufficient assignment or conveyance for the
same, which sale shall be a perpetual bar both at law and in equity against the
Issuer and all Persons claiming such properties.  No purchaser at any sale shall be bound to see to the application
of the purchase money or to inquire as to the authorization, necessity,
expediency or regularity of any such sale. 
The Indenture Trustee is hereby irrevocably appointed the true and
lawful attorney-in-fact of the Issuer, in its name and stead, to make and
execute all bills of sale, instruments of assignment and transfer and such
other documents of transfer as may be necessary or advisable in connection with
a sale of all or part of the Trust Estate, but the Issuer, if so requested by
the Indenture Trustee, shall ratify and confirm any sale or sales by executing
and delivering to the Indenture Trustee or to such purchaser or purchasers all
such instruments as may be necessary, or in the judgment of the Indenture
Trustee, proper for the purpose which may be designated in such request.  In addition, the Indenture Trustee may
proceed to protect and enforce the rights of the Indenture Trustee and the
Noteholders of the Obligations in such manner as counsel for the Indenture
Trustee may advise, whether for the specific performance of any covenant,
condition, agreement or undertaking herein contained, or in aid of the
execution of any power herein granted, or for the enforcement of such other
appropriate legal or equitable remedies as may in the opinion of such counsel,
be more effectual to protect and enforce the rights aforesaid.  The Indenture Trustee shall take any such
action or actions if requested to do so in writing by the Noteholders of at
least a majority of the principal amount of the Highest Priority Obligations at
the time Outstanding.


 


50

















 


Section
6.05.  Appointment
of Receiver.  In case
an Event of Default occurs, and if all of the Outstanding Obligations shall
have been declared due and payable and in case any judicial proceedings are
commenced to enforce any right of the Indenture Trustee or of the Noteholders
under this Indenture or otherwise, then as a matter of right, the Indenture
Trustee shall be entitled to the appointment of a receiver of the Trust Estate
and of the earnings, income or Revenue, rents, issues and profits thereof with
such powers as the court making such appointments may confer.


 


Section
6.06.  Restoration
of Position.  In case
the Indenture Trustee shall have proceeded to enforce any rights under this
Indenture by sale or otherwise, and such proceedings shall have been
discontinued, or shall have been determined adversely to the Indenture Trustee,
then and in every such case to the extent not inconsistent with such adverse
decree, the Issuer, the Indenture Trustee and the Noteholders shall be restored
to their former respective positions and the rights hereunder in respect to the
Trust Estate, and all rights, remedies, and powers of the Indenture Trustee and
of the Noteholders shall continue as though no such proceeding had been taken.


 


Section
6.07.  Purchase
of Properties by Indenture Trustee or Noteholders.  In case of any such sale of the Trust
Estate, any Noteholder or Noteholders or committee of Noteholders or the
Indenture Trustee, may bid for and purchase such property and upon compliance
with the terms of sale may hold, retain possession, and dispose of such
property as the absolute right of the purchaser or purchasers without further
accountability and shall be entitled, for the purpose of making any settlement
or payment for the property purchased, to use and apply any Obligations hereby
secured and any interest thereon due and unpaid, by presenting such Obligations
in order that there may be credited thereon the sum apportionable and
applicable thereto out of the net proceeds of such sale, and thereupon such
purchaser or purchasers shall be credited on account of such purchase price
payable to him or them with the sum apportionable and applicable out of such
net proceeds to the payment of or as a credit on the Obligations so presented.


 


Section
6.08.  Application
of Sale Proceeds.  The
proceeds of any sale of the Trust Estate, together with any funds at the time
held by the Indenture Trustee and not otherwise appropriated, shall be applied
by the Indenture Trustee as set forth in Section 6.02 hereof, and then to
the Issuer or whomsoever shall be lawfully entitled thereto.


 


Section
6.09.  Accelerated
Maturity.  If an Event
of Default shall have occurred and be continuing, the Indenture Trustee may
declare, or upon the written direction by the Noteholders of at least 66% of
the principal amount of the Highest Priority Obligations then Outstanding,
shall declare, the principal of all Obligations then Outstanding, and the
interest thereon, if not previously due, immediately due and payable, anything
in the Obligations or this Indenture to the contrary notwithstanding; provided,
however, that for a declaration of acceleration upon a default pursuant to
Section 6.01(e) hereof shall require the consent of a majority of the
Noteholders of the principal amount of the Highest Priority Obligations then
Outstanding.


 


Section
6.10.  Remedies
Not Exclusive.  The
remedies herein conferred upon or reserved to the Indenture Trustee or the
Noteholders of Obligations are not intended to be exclusive of any other
remedy, but each remedy herein provided shall be cumulative and shall be 


 


51

















 


in addition to every other remedy given hereunder or
now or hereafter existing, and every power and remedy hereby given to the
Indenture Trustee or to the Noteholders of Obligations, or any supplement
hereto, may be exercised from time to time as often as may be deemed
expedient.  No delay or omission of the
Indenture Trustee or of any Noteholder of Obligations to exercise any power or
right arising from any default hereunder shall impair any such right or power
or shall be construed to be a waiver of any such default or to be acquiescence
therein.


 


Section
6.11.  Direction
of Indenture Trustee. 
Upon the happening of any Event of Default, the Noteholders of at least
a majority  of the principal amount of
the Highest Priority Obligations then Outstanding, shall have the right by an
instrument or instruments in writing delivered to the Indenture Trustee to
direct and control the Indenture Trustee as to the method of taking any and all
proceedings for any sale of any or all of the Trust Estate, or for the
appointment of a receiver, if permitted by law, and may at any time cause any
proceedings authorized by the terms hereof to be so taken or to be discontinued
or delayed; provided, however, that such Noteholders shall not be entitled to
cause the Indenture Trustee to take any proceedings which in the Indenture
Trustee’s opinion would be unjustly prejudicial to non-assenting Noteholders of
Obligations, but the Indenture Trustee shall be entitled to assume that the
action requested by the Noteholders of at least a majority  of the principal amount of the Highest
Priority Obligations then Outstanding will not be prejudicial to any
non-assenting Noteholders unless the Noteholders of at least a majority of the
principal amount of the non-assenting Noteholders of such Obligations, in
writing, show the Indenture Trustee how they will be prejudiced. Anything in
this Indenture to the contrary notwithstanding, the Noteholders of at least a
majority of the principal amount of the Highest Priority Obligations then
Outstanding together with the Noteholders of at least a majority of the
principal amount of all other Obligations then Outstanding shall have the
right, at any time, by an instrument or instruments in writing executed and
delivered to the Indenture Trustee, to direct the method and place of
conducting all proceedings to be taken in connection with the enforcement of
the terms and conditions of this Indenture, or for the appointment of a
receiver or any other proceedings hereunder, provided that such direction shall
not be otherwise than in accordance with the provisions of law and of this
Indenture.  The provisions of this
Section 6.11 shall be expressly subject to the provisions of
Sections 7.01(c) and 7.05 hereof.


 


Section
6.12.  Right
to Enforce in Indenture Trustee.  No Noteholder of any Obligation shall have any right as such
Noteholder to institute any suit, action, or proceedings for the enforcement of
the provisions of this Indenture or for the execution of any trust hereunder or
for the appointment of a receiver or for any other remedy hereunder, all rights
of action hereunder being vested exclusively in the Indenture Trustee, unless
and until the Indenture Trustee fails to institute an action or suit after
(a) the Noteholders of at least 25% of the Notes shall have previously
given to the Indenture Trustee written notice of a default hereunder, and of
the continuance thereof; (b) the Noteholders of at least 25% of the Notes
shall have made written request upon the Indenture Trustee and the Indenture
Trustee shall have been afforded reasonable opportunity to institute such
action, suit or proceeding in its own name; and (c) the Indenture Trustee
shall have been offered indemnity and security satisfactory to it against the
costs, expenses, and liabilities to be incurred therein or thereby, which offer
of indemnity shall be an express condition precedent hereunder to any
obligation of the Indenture Trustee to take any such action hereunder, and the
Indenture Trustee for 30 days after receipt of such notification, request,
and offer of indemnity, shall have failed to institute any such action, suit or



 


52

















 


proceeding.  It
is understood and intended that no one or more Noteholders of the Obligations
shall have the right in any manner whatever by his or their action to affect,
disturb, or prejudice the lien of this Indenture or to enforce any right
hereunder except in the manner herein provided and for the equal benefit of the
Noteholders of not less than a majority of the principal amount of the
Obligations then Outstanding.


 


The Indenture Trustee and the Noteholders covenant
that they will not at any time institute against the Issuer any bankruptcy,
reorganization or other proceeding under any federal or state bankruptcy or
similar law.


 


Section
6.13.  Physical
Possession of Obligations Not Required.  In any suit or action by the Indenture
Trustee arising under this Indenture or on all or any of the Obligations issued
hereunder, or any supplement hereto, the Indenture Trustee shall not be
required to produce such Obligations, but shall be entitled in all things to
maintain such suit or action without their production.


 


Section
6.14.  Waivers
of Events of Default. 
The Indenture Trustee may in its discretion waive any Event of Default
hereunder and its consequences and rescind any declaration of acceleration of Obligations,
and shall do so upon the written request of the Noteholders of at least a
majority of the principal amount of the Highest Priority Obligations then
Outstanding; provided, however, that there shall not be waived (a) any
Event of Default in the payment of the principal of or premium on any
Outstanding Obligations at the date of maturity or redemption thereof, or any
default in the payment when due of the interest on any such Obligations, unless
prior to such waiver or rescission, all arrears of interest or all arrears of
payments of principal and premium, if any, and all fees, expenses of the
Indenture Trustee, in connection with such default shall have been paid or
provided for; or (b) any default in the payment of amounts set forth in
Section 7.05 hereof. In case of any such waiver or rescission, or in case
any proceedings taken by the Indenture Trustee on account of any such default
shall have been discontinued or abandoned or determined adversely to the
Indenture Trustee, then and in every such case the Issuer, the Indenture
Trustee and the Noteholders of Obligations shall be restored to their former
positions and rights hereunder respectively, but no such waiver or rescission
shall extend to or affect any subsequent or other default, or impair any rights
or remedies consequent thereon.


 


ARTICLE VII


 


THE
INDENTURE TRUSTEE


 


Section
7.01.  Acceptance
of Trust.  The
Indenture Trustee hereby accepts the trusts imposed upon it by this Indenture,
and agrees to perform said trusts, but only upon and subject to the following
terms and conditions:


 


(a)                                  Except
during the continuance of an Event of Default:


 


(i)                                     the
Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Indenture Trustee;
and


 


53

















 


(ii)                                  in
the absence of bad faith on its part, the Indenture 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 Indenture
Trustee and conforming to the requirements of this Indenture; but in the case
of any such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Indenture Trustee, the Indenture
Trustee shall be under a duty to examine the same to determine whether or not
they conform as to form with the requirements of this Indenture and whether or
not they contain the statements required under this Indenture.


 


(b)                                 In
case an Event of Default has occurred and is continuing, the Indenture Trustee,
in exercising the rights and powers vested in it by this Indenture, shall use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.


 


(c)                                  Before
taking any action hereunder requested by Noteholders, the Indenture Trustee may
require that it be furnished an indemnity bond or other indemnity and security
satisfactory to it by the Noteholders for the reimbursement of all expenses it
may incur and to protect it against liability arising from any action taken by
the Indenture Trustee.


 


Section
7.02.  Recitals
of Others.  The
recitals, statements, and representations set forth herein and in the Notes
shall be taken as the statements of the Issuer, and the Indenture Trustee
assumes no responsibility for the correctness of the same.  The Indenture Trustee makes no representations
as to the title of the Issuer in the Trust Estate or as to the security
afforded thereby and hereby, or as to the validity or sufficiency of this
Indenture or of the Notes issued hereunder, and the Indenture Trustee shall
incur no responsibility in respect of such matters.


 


Section
7.03.  As
to Filing of Indenture. 
The Indenture Trustee shall be under no duty (a) to file or record,
or cause to be filed or recorded, this Indenture or any instrument supplemental
hereto; (b) to procure any further order or additional instruments of
further assurance; (c) to see to the delivery to it of any personal
property intended to be mortgaged or pledged hereunder or thereunder;
(d) to do any act which may be suitable to be done for the better maintenance
of the lien or security hereof (other than the filing of any continuation (but
not initial) statements); or (e) for giving notice of the existence of
such lien, or for extending or supplementing the same or to see that any rights
to Revenue and Funds intended now or hereafter to be transferred in trust
hereunder are subject to the lien hereof. 
The Indenture Trustee shall not be liable for failure of the Issuer to
pay any tax or taxes in respect of such property, or any part thereof, or the
income therefrom or otherwise, nor shall the Indenture Trustee be under any
duty in respect of any tax which may be assessed against it or the Noteholders
in respect of such property or pledged Revenue and Funds.


 


Section
7.04.  Indenture
Trustee May Act Through Agents.  The Indenture 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.  


 


54

















 


All reasonable costs incurred by the Indenture Trustee
and all reasonable compensation to all such persons as may reasonably be
employed in connection with the trusts hereof shall be paid by the Issuer.


 


Section
7.05.  Indemnification
of Indenture Trustee. 
Other than with respect to its duties to make payment on the Obligations
when due, and its duty to pursue the remedy of acceleration as provided in
Section 6.02 hereof, for each of which no additional security or indemnity
may be required, the Indenture Trustee shall be under no obligation or duty to
perform any act at the request of Noteholders or to institute or defend any
suit in respect thereof unless properly indemnified and provided with security
to its satisfaction as provided in Section 7.01(c) hereof.  The Indenture Trustee shall not be required
to take notice, or be deemed to have knowledge, of any default or Event of
Default of the Issuer hereunder and may conclusively assume that there has been
no such default or Event of Default (other than an Event of Default described
in Section 6.01(a), (b), (c), or (d) hereof) unless and until a
Responsible Officer shall have been specifically notified in writing at the
address in Section 9.01 hereof of such default or Event of Default by
(a) the Noteholders of the required percentages in principal amount of the
Obligations then Outstanding hereinabove specified; or (b) an Authorized
Representative of the Issuer.  However,
the Indenture Trustee may begin suit, or appear in and defend suit, execute any
of the trusts hereby created, enforce any of its rights or powers hereunder, or
do anything else in its judgment proper to be done by it as Indenture Trustee,
without assurance of reimbursement or indemnity, and in such case the Indenture
Trustee shall be reimbursed or indemnified by the Noteholders requesting such
action, if any, or the Issuer in all other cases, for all fees, costs and
expenses, liabilities, outlays and counsel fees and other reasonable
disbursements properly incurred in connection therewith, unless such fees,
costs and expenses, liabilities, outlays and attorneys’ fees and other
reasonable disbursements properly incurred in connection therewith are
adjudicated to have resulted from the negligence or willful misconduct of the
Indenture Trustee.  In furtherance and
not in limitation of this Section 7.05, the Indenture Trustee shall not be
liable for, and shall be held harmless by the Issuer from, following any
orders, instructions or other directions upon which the Indenture Trustee is
authorized to rely pursuant to this Indenture or any other agreement to which
it is a party.  If the Issuer or the
Noteholders, as appropriate, shall fail to make such reimbursement or
indemnification, the Indenture Trustee may reimburse itself from any money in
its possession under the provisions of this Indenture, subject only to the
prior lien of the Notes for the payment of the principal thereof, premium, if
any, and interest thereon from the Revenue Fund.  None of the provisions contained in this Indenture or any other
Agreement to which it is a party shall require the Indenture Trustee to act or
to expend or risk its own funds or otherwise incur individual financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers if the Noteholders shall not have offered security and
indemnity acceptable to it or if it shall have reasonable grounds for believing
that prompt repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.


 


The Issuer shall indemnify the Indenture Trustee and
its officers, agents, directors and employees, against any and all loss,
liability or expense (including reasonable attorneys’ fees and expenses)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder or under the Basic Documents 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 or under the Basic Documents. Without limiting the 


 


55

















 


foregoing, the Issuer
agrees to indemnify and hold harmless the Indenture Trustee from and against
any liability (including for taxes, penalties or interest asserted by any
taxing jurisdiction) arising from any failure to withhold taxes from amounts
payable in respect of payments from the Trust Estate.  The Indenture Trustee shall notify the Issuer promptly of any
claim for which it may seek indemnity. 
Failure by the Indenture Trustee to so notify the Issuer shall not
relieve the Issuer of its obligations hereunder, except to the extent of any
loss, liability or expense resulting from such failure. The Issuer need not
reimburse any expense or indemnity against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee’s own willful
misconduct, negligence or bad faith.


 


Section
7.06.  Indenture
Trustee’s Right to Reliance. 
The Indenture Trustee shall fully be protected in acting upon any
notice, resolution, request, consent, order, certificate, report, appraisal,
opinion, report or document of the Issuer or the Servicer 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
Indenture Trustee may consult with experts and with counsel (who may, but need
not, be counsel for the Issuer, the Indenture Trustee, or for a Noteholder),
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 Indenture
Trustee shall reasonably deem it desirable that a matter be proved or established
prior to taking, suffering, or omitting any action hereunder, the Indenture
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
Authorized Representative of the Issuer or an authorized officer of the
Administrator.


 


The Indenture 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 Indenture Trustee shall be liable for its
negligence or willful misconduct in taking such action.


 


The Indenture Trustee is authorized, under this
Indenture, subject to Section 5.09 hereof, to sell, assign, transfer or
convey Financed Student Loans in accordance with an Issuer Order.  If such Financed Student Loan was originated
under the Act, such Issuer Order shall certify that the Person to whom such
Financed Student Loan is sold, assigned, transferred, or conveyed is an
Eligible Lender unless not required by the Act.  The Indenture Trustee is further authorized to enter into
agreements with other Persons, in its capacity as Indenture Trustee, in order
to carry out or implement the terms and provisions of this Indenture.


 


The duties and obligations of the Indenture Trustee
shall be determined solely by the express provisions of this Agreement, and the
Indenture Trustee shall take such action with respect to this Agreement as it
shall be directed hereunder, and the Indenture Trustee shall not be liable
except for the performance of such duties and obligations as are specifically
set forth in this Agreement and as specifically directed by the Issuer or the
Administrator, and no implied covenants or obligations shall be read into this
Agreement against the Indenture Trustee.


 


56

















 


The Indenture Trustee shall not be liable for any
error of judgment made in good faith by an officer or officers of the Indenture
Trustee, unless it shall be conclusively determined by a court of competent
jurisdiction that the Indenture Trustee was grossly negligent in ascertaining
the pertinent facts.


 


The Indenture Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents, attorneys, custodians or nominees appointed with due care, and
shall not be responsible for any willful misconduct or negligence on the part
of any agent, attorney, custodian or nominee so appointed.


 


Section
7.07.  Compensation
of Indenture Trustee. 
Except as otherwise expressly provided herein, all advances, counsel
fees and other expenses reasonably made or incurred by the Indenture Trustee in
and about the execution and administration of the trust hereby created and
reasonable compensation to the Indenture Trustee for its services in the
premises shall be paid by the Issuer. 
The compensation of the Indenture Trustee shall not be limited to or by
any provision of law in regard to the compensation of trustees of an express
trust.  If not paid by the Issuer, the
Indenture Trustee shall have a lien against all money held pursuant to this
Indenture, subject only to the prior lien of the Obligations against the money
and investments in the Revenue Fund for the payment of the principal thereof,
premium, if any, and interest thereon, for such reasonable compensation,
expenses, advances and counsel fees incurred in and about the execution of the
trusts hereby created and the exercise and performance of the powers and duties
of the Indenture Trustee hereunder and the cost and expense incurred in
defending against any liability in the premises of any character whatsoever
(unless such liability is adjudicated to have resulted from the negligence or
willful misconduct of the Indenture Trustee).


 


Section
7.08.  Indenture
Trustee May Own Notes. 
The Indenture Trustee hereunder, or any successor Indenture Trustee, in
its individual or other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Issuer, with the same rights it would have if it
were not the Indenture Trustee.  The
Indenture Trustee may act as depository for, and permit any of its officers or
directors to act as a member of, or act in any other capacity in respect to, any
committee formed to protect the rights of the Noteholders or to effect or aid
in any reorganization growing out of the enforcement of the Notes or of this
Indenture, whether or not any such committee shall represent the Noteholders of
more than 60% of the principal amount of the Outstanding Obligations.


 


Section
7.09.  Resignation
of Indenture Trustee. 
The Indenture Trustee and any successor to the Indenture Trustee may
resign and be discharged from the trust created by this Indenture 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 Indenture
Trustee shall have been appointed pursuant to Section 7.11 hereof (and is
qualified to be the Indenture Trustee under the requirements of
Section 7.11 hereof).  If no
successor Indenture Trustee has been appointed by the date specified or within
a period of 90 days from the receipt of the notice by the Issuer,
whichever period is the longer, the Indenture Trustee may (a) appoint a
temporary successor Indenture Trustee having the qualifications provided in
Section 7.11 hereof; or (b) request a court of competent jurisdiction
to (i) require the Issuer to appoint a successor, as provided in
Section 7.11 hereof, within three days of the receipt of citation or
notice by the court; or 


 


57

















 


(ii) appoint an Indenture Trustee having the
qualifications provided in Section 7.11 hereof.  In no event may the resignation of the Indenture Trustee be
effective until a qualified successor Indenture Trustee shall have been
selected and appointed.  In the event a
temporary successor Indenture Trustee is appointed pursuant to clause (a)
above, the Issuer may remove such temporary successor Indenture Trustee and
appoint a successor thereto pursuant to Section 7.11 hereof.


 


Section
7.10.  Removal
of Indenture Trustee. 
The Indenture Trustee or any successor Indenture Trustee may be removed
(a) at any time by the Noteholders of a majority of the principal amount
of the Highest Priority Obligations then Outstanding; (b) by the Issuer
for cause or upon the sale or other disposition of the Indenture Trustee or its
corporate trust functions; or (c) by the Issuer without cause so long as
no Event of Default as described in Section 6.01(a), (b), (c), (d) or (e)
exists or has existed within the last 30 days, upon payment to the
Indenture Trustee so removed of all money then due to it hereunder and
appointment of a successor thereto by the Issuer and acceptance thereof by said
successor.  One copy of any such order
of removal shall be filed with the Issuer and the other with the Indenture
Trustee so removed.


 


In the event an Indenture Trustee (or successor
Indenture Trustee) is removed by any person or for any reason permitted
hereunder, such removal shall not become effective until (a) in the case
of removal by the Noteholders, such Noteholders by instrument or concurrent
instruments in writing (signed and acknowledged by such Noteholders or their
attorneys-in-fact) filed with the Indenture Trustee removed have appointed a
successor Indenture Trustee or otherwise the Issuer shall have appointed a
successor; and (b) the successor Indenture Trustee has accepted
appointment as such.


 


Section
7.11.  Successor
Indenture Trustee.  In
case at any time the Indenture Trustee or any successor Indenture Trustee shall
resign, be dissolved, or otherwise shall be disqualified to act or be incapable
of acting, or in case control of the Indenture Trustee or of any successor
Indenture Trustee or of its officers shall be taken over by any public officer
or officers, a successor Indenture Trustee may be appointed by the Issuer.  In the case of any such appointment by the
Issuer of a successor to the Indenture Trustee, the Issuer shall forthwith
cause notice thereof to be mailed to the Noteholders at the address of each
Noteholder appearing on the note registration books maintained by the Indenture
Trustee.  Every successor Indenture
Trustee appointed by the Noteholders, by a court of competent jurisdiction, or
by the Issuer 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 $50,000,000, be authorized
under the law to exercise corporate trust powers, be subject to supervision or
examination by a federal or state authority, and be an Eligible Lender so long
as such designation is necessary to maintain guarantees and federal benefits
under the Act with respect to the Financed Student Loans originated under the
Act.


 


Section
7.12.  Manner
of Vesting Title in Indenture Trustee.  Any successor Indenture Trustee appointed
hereunder shall execute, acknowledge, and deliver to its predecessor Indenture
Trustee, and also to the Issuer, an instrument accepting such appointment
hereunder, and thereupon such successor Indenture Trustee, without any further
act, deed, or conveyance shall become fully vested with all the estate,
properties, rights, powers, trusts, duties, and obligations of its predecessors
in trust hereunder (except that the predecessor Indenture Trustee shall 


 


58

















 


continue to have the benefits to indemnification
hereunder together with the successor Indenture Trustee), with like effect as
if originally named as Indenture Trustee herein; but the Indenture Trustee
ceasing to act shall nevertheless, on the written request of an Authorized
Representative of the Issuer, or an authorized officer of the successor
Indenture Trustee, execute, acknowledge, and deliver such instruments of
conveyance and further assurance and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in such successor
Indenture Trustee all the right, title, and interest of the Indenture Trustee
which it succeeds, in and to pledged Revenue and Funds and such rights, powers,
trusts, duties, and obligations, and the Indenture Trustee ceasing to act also,
upon like request, pay over, assign, and deliver to the successor Indenture
Trustee any money or other property or rights subject to the lien of this
Indenture, including any pledged securities which may then be in its
possession.  Should any deed or
instrument in writing from the Issuer be required by the successor Indenture
Trustee for more fully and certainly vesting in and confirming to such new
Indenture Trustee such estate, properties, rights, powers, and duties, any and
all such deeds and instruments in writing shall on request be executed,
acknowledged and delivered by the Issuer.


 


In case any of the Notes to be issued hereunder shall
have been authenticated but not delivered, any successor Indenture Trustee may
adopt the certificate of authentication of the Indenture Trustee or of any
successor to the Indenture Trustee; and in case any of the Notes shall not have
been authenticated, any successor to the Indenture Trustee may authenticate such
Notes in its own name; and in all such cases such certificate shall have the
full force which it has anywhere in the Notes or in this Indenture.


 


Section
7.13.  Additional
Covenants by the Indenture Trustee to Conform to the Act.  The Indenture Trustee covenants that it will
at all times be an Eligible Lender under the Act so long as such designation is
necessary, as determined by the Issuer, to maintain the guarantees and federal
benefits under the Act with respect to the Financed Student Loans, that it will
acquire Student Loans originated under the Act in its capacity as an Eligible
Lender and that it will not dispose of or deliver any Financed Student Loans
originated under the Act or any security interest in any such Financed Student
Loans to any party who is not an Eligible Lender so long as the Act or
Regulations adopted thereunder require an Eligible Lender to be the owner or
holder of such Financed Student Loans; provided, however, that nothing above
shall prevent the Indenture Trustee from delivering the Student Loans to the
Servicer or the Guarantee Agency.


 


Section
7.14.  Limitation
With Respect to Examination of Reports.  Except as provided in this Indenture, the
Indenture 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.


 


Section
7.15.  Servicing
Agreement.  The
Indenture Trustee acknowledges the receipt of a copy of the Servicing
Agreement.


 


Section
7.16.  Additional
Covenants of Indenture Trustee.  The Indenture Trustee, by the execution hereof, covenants,
represents and agrees that:


 


(a)                                  it
will not exercise any of the rights, duties, or privileges under this Indenture
in such manner as would cause the Student Loans held or acquired under the 


 


59

















 


terms hereof to be
transferred, assigned, or pledged as security to any person or entity other
than as permitted by this Indenture; and


 


(b)                                 it
will comply with the Act and the Regulations and will, upon written notice from
an Authorized Representative of the Issuer, the Secretary, or the Guarantee
Agency, use its reasonable efforts to cause this Indenture to be amended (in
accordance with Section 8.01 hereof) if the Act or Regulations are
hereafter amended so as to be contrary to the terms of this Indenture.


 


Section
7.17.  Duty
of Indenture Trustee with Respect to Rating Agencies.  It shall be the duty of the Indenture
Trustee to notify each Rating Agency then rating any of the Notes (but the
Indenture Trustee shall incur no liability for any failure to do so) of
(a) any change, expiration, extension, or renewal of this Indenture,
(b) redemption or defeasance of all the Notes, (c) any change in the
Indenture Trustee or (d) any other information specifically required to be
reported to each Rating Agency by the Indenture Trustee under any Supplemental
Indenture; provided, however, the provisions of this Section 7.17 do not
apply when such documents have been previously supplied to such Rating Agency
and the Indenture Trustee has received written evidence to such effect, all as
may be required by this Indenture.  All
notices required to be forwarded to the Rating Agencies under this
Section 7.17 shall be sent in writing at the following addresses:


 


Standard & Poor’s Ratings Services

55 Water Street

New York, NY  10041

Attention:  Asset-Backed Surveillance
Group


 


Fitch Ratings

One State Street Plaza

New York, NY  10004

Attention:  Structured Finance


 


Moody’s Investors Service Inc.

99 Church Street

New York, NY  10007

Attention:  Structured Finance


 


The Indenture Trustee also acknowledges that each
Rating Agency’s periodic review for maintenance of a Rating on any series of
the Notes may involve discussions and/or meetings with representatives of the
Indenture Trustee at mutually agreeable times and places.


 


Section
7.18.  Merger
of the Indenture Trustee. 
Any corporation into which the Indenture Trustee may be merged or with
which it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Indenture Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Indenture Trustee, shall be the successor of the Indenture
Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Indenture, without the execution or filing of any paper of
any further act on the part of any other parties hereto.


 


60

















 


Section
7.19.  Receipt
of Funds From Subservicer. 
The Indenture Trustee shall not be accountable or responsible in any
manner whatsoever for any action of the Issuer, the depository bank of any
funds of the Issuer, or the Servicer while the Servicer or any Subservicer is
acting as bailee or agent of the Indenture Trustee with respect to the Financed
Student Loans except, to the extent provided in any Custody Agreement, for
actions taken in compliance with any instruction or direction given to the
Indenture Trustee, or for the application of funds or moneys by any Subservicer
until such time as funds are received by the Indenture Trustee.


 


Section
7.20.  Special
Circumstances Leading to Resignation of Indenture Trustee.  Because the Indenture Trustee serves as
trustee hereunder for Obligations of different priorities, it is possible that
circumstances may arise which will cause the Indenture Trustee to resign from
its position as trustee for one or more of the Obligations.  In the event that the Indenture Trustee
makes a determination that it should so resign, due to the occurrence of an
Event of Default or potential default hereunder, or otherwise, the Issuer may
permit such resignation as to one or more of the Obligations or request the
Indenture Trustee’s resignation as to all Obligations, as the Issuer may
elect.  If the Issuer should determine
that a conflict of interest has arisen as to the trusteeship of any of the
Obligations, it may authorize and execute a Supplemental Indenture with one or
more successor Indenture Trustees, under which the administration of certain of
the Obligations would be separated from the administration of the other
Obligations.


 


Section
7.21.  Survival
of Indenture Trustee’s Rights to Receive Compensation, Reimbursement and
Indemnification.  The
Indenture Trustee’s rights to receive compensation, reimbursement and
indemnification of money due and owing hereunder at the time of the Indenture
Trustee’s resignation or removal shall survive the Indenture Trustee’s
resignation or removal.


 


Section
7.22.  Corporate
Trustee Required; Eligibility; Conflicting Interests.  There shall at all times be an Indenture
Trustee hereunder which shall be eligible to act as Indenture Trustee under TIA
Section 310(a)(1) and shall have a combined capital and surplus of at
least $50,000,000.  If such corporation
publishes reports of condition at least annually, pursuant to law or the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 7.22, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
the Indenture Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.22, it shall resign immediately in the manner
and with the effect specified in this Article VII.  Neither the Issuer nor any Person directly
or indirectly controlling or controlled by, or under common control with, the
Issuer shall serve as Indenture Trustee.


 


Section
7.23.  Payment
of Taxes and Other Governmental Charges.  The Indenture Trustee shall request, and
Noteholders shall provide, all appropriate tax certifications and forms  necessary to enable the Issuer or its
agents, to determine their duties and liabilities with respect to any taxes or
other charges that they may be required to pay, deduct or withhold in respect
of the Notes under any present or future law or regulation of the United States
or any present or future law or regulation of any political subdivision thereof
or taxing authority therein or to comply with any reporting or other
requirements under any law or regulation, and to pay, deduct 


 


61

















 


or withhold any such taxes or charges and remit them
to the relevant taxing authorities as required under law.


 


Section
7.24.  Indenture
Trustee May File Proofs of Claim.  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Issuer or any other obligor upon
the Notes or the property of the Issuer or of such other obligor or their
creditors, the Indenture Trustee (irrespective of whether the principal of the
Notes of any series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any demand on the Issuer for the payment of overdue principal,
premium, if any, or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise:


 


(a)                                  to
file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Notes, of principal (and premium, if any) and interest, if
any, owing and unpaid in respect of the Notes and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents
and counsel) and of the Noteholders allowed in such judicial proceeding; and


 


(b)                                 to
collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same; and any agent, custodian, receiver,
assignee, trustee, liquidator, sequestrator (or other similar official) in any
such judicial proceeding is hereby authorized by each Noteholder of Notes to
make such payments to the Indenture Trustee, and if the Indenture Trustee shall
consent to the making of such payments directly to the Noteholders, to pay to
the Indenture Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and any
predecessor Indenture Trustee, their agents and counsel, and any other amounts
due the Indenture Trustee or any predecessor Indenture Trustee.


 


Nothing herein contained shall be deemed to authorize
the Indenture Trustee to authorize or consent to or accept or adopt on behalf
of any Noteholder of a Note any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Noteholder thereof, or
to authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder of a Note in any such proceeding.


 


In any proceedings brought by the Indenture Trustee
(and also any proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee shall be a party), the Indenture
Trustee shall be held to represent all the Noteholders, and it shall not be
necessary to make any Noteholders parties to any such proceedings.


 


62

















 


ARTICLE VIII


 


SUPPLEMENTAL INDENTURES


 


Section
8.01.  Supplemental
Indentures Not Requiring Consent of Noteholders.  The Issuer and the Indenture Trustee may,
without the consent of or notice to any of the Noteholders or any holders of
Obligations enter into any indenture or indentures supplemental to this
Indenture for any one or more of the following purposes:


 


(a)                                  to
cure any ambiguity or defect or omission in this Indenture;


 


(b)                                 to
grant to or confer upon the Indenture Trustee for the benefit of the
Noteholders any additional benefits, rights, remedies, powers or authorities
that may lawfully be granted to or conferred upon the Noteholders or the
Indenture Trustee;


 


(c)                                  to
subject to this Indenture additional revenues, properties or collateral;


 


(d)                                 to
modify, amend or supplement this Indenture or any Supplemental Indenture hereto
in such manner as to permit the qualification hereof and thereof under the
Trust Indenture Act or any similar federal statute hereafter in effect or to
permit the qualification of the Notes for sale under the securities laws of the
United States of America or of any of the states of the United States of
America, and, if they so determine, to add to this Indenture or any
Supplemental Indenture hereto such other terms, conditions and provisions as
may be permitted by said Trust Indenture Act or similar federal statute;


 


(e)                                  to
evidence the appointment of a separate or co-Trustee or a co-registrar or
transfer agent or the succession of a new Indenture Trustee hereunder, or any
additional or substitute Guarantee Agency or Servicer;


 


(f)                                    to
add such provisions to or to amend such provisions of this Indenture as may, in
Note Counsel’s opinion, be necessary or desirable to assure implementation of
the Program in conformance with the Act if along with such Supplemental
Indenture there is filed a Note Counsel’s opinion to the effect that the
addition or amendment of such provisions will in no way impair the existing
security of the Noteholders or any holders of Outstanding Obligations;


 


(g)                                 to
make any change as shall be necessary in order to obtain and maintain for any
of the Notes an investment grade Rating from a nationally recognized rating
service, which changes, in the opinion of the Indenture Trustee are not to the
prejudice of the Noteholder of any of the Obligations;


 


(h)                                 to
make any changes necessary to comply with the Act, the Regulations or the Code
and the regulations promulgated thereunder;


 


(i)                                     to
provide for the issuance of Notes pursuant to the provisions of
Section 2.09 of this Indenture, including the creation of appropriate
Funds, Accounts and Subaccounts with respect to such Notes;


 


63

















 


(j)                                     to
make the terms and provisions of this Indenture, including the lien and
security interest granted herein, applicable to a Derivative Product, and to
modify Section 3.03 hereof with respect to any particular Derivative
Product;


 


(k)                                  to
create any additional Funds or Accounts or Subaccounts under this Indenture
deemed by the Indenture Trustee to be necessary or desirable;


 


(l)                                     to
amend the Indenture to allow for any Notes to be supported by a letter of
credit or insurance policy or a liquidity agreement, including amendments with
respect to repayment to such a provider on a parity with any Notes or
Derivative Product and providing rights to such provider under this Indenture, including
with respect to defaults and remedies;


 


(m)                               to
amend the Indenture to provide for use of a surety bond or other financial
guarantee instrument in lieu of cash and/or Eligible Investments in all or any
portion of the Reserve Fund, so long as such action shall not adversely affect
the Ratings on any of the Notes;


 


(n)                                 to
make any other change which, in the judgment of the Indenture Trustee is not to
the material prejudice of the Noteholders or any holders of Obligations; or


 


(o)                                 to
make any other change with a Rating Confirmation;


 


provided, however, that nothing in this
Section 8.01 shall permit, or be construed as permitting, any modification
of the trusts, powers, rights, duties, remedies, immunities and privileges of
the Indenture Trustee without the prior written approval of the Indenture
Trustee, which approval shall be evidenced by execution of a Supplemental
Indenture.


 


The Issuer shall provide written notice to the Rating
Agencies prior to entering into any indenture or indentures supplemental to
this Indenture for any one or more of the purposes set forth pursuant to
paragraphs (a) through (o) above.


 


Section
8.02.  Supplemental
Indentures Requiring Consent of Noteholders.  Exclusive of Supplemental Indentures covered
by Section 8.01 hereof and subject to the terms and provisions contained
in this Section 8.02, and not otherwise, the Noteholders of not less than
a majority of the principal amount of each class of affected Notes and each
affected Derivative Product then Outstanding shall have the right, from time to
time, to consent to and approve the execution by the Issuer and the Indenture
Trustee of such other indenture or indentures supplemental hereto as shall be
deemed necessary and desirable by the Issuer and/or the Indenture Trustee for the
purpose of modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in this Indenture or in
any Supplemental Indenture; provided, however, that nothing in this
Section 8.02 shall permit, or be construed as permitting (a) without
the consent of the Noteholders of each affected Note and each Derivative
Product then Outstanding, (i) an extension of the maturity date of the
principal of or the interest on any Obligation, (ii) a reduction in the
principal amount of any Obligation or the rate of interest thereon,
(iii) a privilege or priority of any Obligation or Obligations over any
other Obligation or Obligations except as otherwise provided herein,
(iv) a reduction in the aggregate principal amount of the Obligations
required for consent to a Supplemental Indenture, or (v) the 


 


64

















 


creation of any lien other than a lien ratably
securing all of the Obligations at any time Outstanding hereunder except as
otherwise provided herein; or (b) any modification of the trusts, powers,
rights, obligations, duties, remedies, immunities and privileges of the
Indenture Trustee without the prior written approval of the Indenture Trustee.


 


If at any time the Issuer shall request that the
Indenture Trustee enter into any such Supplemental Indenture for any of the
purposes of this Section 8.02, the Indenture Trustee shall be entitled to
receive an opinion of counsel from the Issuer that all conditions precedent to the
execution of any supplement have been met. 
The Indenture Trustee shall, upon being satisfactorily indemnified with
respect to expenses, cause notice of the proposed execution of such
Supplemental Indenture to be mailed by registered or certified mail to each
Noteholder of an Obligation at the address shown on the registration books or
listed in any Derivative Product.  Such
notice (which shall be prepared by the Issuer) shall briefly set forth the
nature of the proposed Supplemental Indenture and shall state that copies
thereof are on file at the principal corporate trust office of the Indenture
Trustee for inspection by all Noteholders. 
If, within 60 days, or such longer period as shall be prescribed by
the Issuer, following the mailing of such notice, the Noteholders of not less
than a majority of the principal amount of each class of affected Notes and
each affected Derivative Product then Outstanding at the time of the execution
of any such Supplemental Indenture shall have consented in writing to and approved
the execution thereof as herein provided, no Noteholder of any Obligation shall
have any right to object to any of the terms and provisions contained therein,
or the operation thereof, or in any manner to question the propriety of the
execution thereof, or to enjoin or restrain the Indenture Trustee or the Issuer
from executing the same or from taking any action pursuant to the provisions
thereof.  Upon the execution of any such
Supplemental Indenture as in this Section 8.02 permitted and provided, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith.


 


Section
8.03.  Additional
Limitation on Modification of Indenture.  None of the provisions of this Indenture
(including Sections 8.01 and 8.02 hereof) shall permit an amendment to the
provisions of the Indenture which permits the transfer of all or part of the
Financed Student Loans originated under the Act or granting of a security
interest therein to any Person other than an Eligible Lender or the Servicer,
unless the Act or Regulations are hereafter modified so as to permit the same.


 


Section
8.04.  Notice
of Defaults.  Within
90 days after the occurrence of any default hereunder with respect to the
Notes, the Indenture Trustee shall transmit in the manner and to the extent
provided in TIA Section 313(c), notice of such default hereunder to which
a Responsible Officer of the Indenture Trustee has actual knowledge or is in
receipt of a written notice thereof in accordance with the terms of this
Indenture, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest with respect to any Note, or in the payment
of any sinking fund installment with respect to the Notes, the Indenture
Trustee shall be protected in withholding such notice if and so long as an
authorized officer of the Indenture Trustee in good faith determines that the
withholding of such notice is in the interest of the Noteholders. For the purpose
of this Section 8.04, the term “default” means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to the Notes.


 


65

















 


Section
8.05.  Conformity
With the Trust Indenture Act.  Every Supplemental Indenture executed pursuant to this
Article VIII shall conform to the requirements of the TIA as then in
effect.


 


ARTICLE IX


 


GENERAL
PROVISIONS


 


Section
9.01.  Notices.  Any notice, request or other instrument
required by this Indenture to be signed or executed by the Noteholders of
Obligations may be executed by the execution of any number of concurrent
instruments of similar tenor, and may be signed or executed by such Noteholders
of Obligations in person or by agent appointed in writing.  As a condition for acting thereunder the
Indenture Trustee may demand proof of the execution of any such instrument and
of the fact that any person claiming to be the owner of any of said Obligations
is such owner and may further require the actual deposit of such Obligation or
Obligations with the Indenture Trustee. 
The fact and date of the execution of such instrument may be proved by
the certificate of any officer in any jurisdiction who by the laws thereof is
authorized to take acknowledgments of deeds within such jurisdiction, that the
person signing such instrument acknowledged before him the execution thereof,
or may be proved by any affidavit of a witness to such execution sworn to
before such officer.


 


The amount of Notes held by any person executing such
instrument as a Noteholder of Notes and the fact, amount, and numbers of the
Notes held by such person and the date of his holding the same may be proved by
a certificate executed by any responsible trust company, bank, banker, or other
depository in a form approved by the Indenture Trustee, showing that at the
date therein mentioned such person had on deposit with such depository the
Notes described in such certificate; provided, however, that at all times the
Indenture Trustee may require the actual deposit of such Note or Notes with the
Indenture Trustee.


 


All notices, requests and other communications to any
party hereunder shall be in writing (including bank wire, telex, telecopy or
facsimile or similar writing) at the following addresses, and each address
shall constitute each party’s respective “Office” for purposes of this
Indenture:


 


If intended for the
Issuer:                                                        GMAC
Education Loan Funding Trust-I


c/o Wilmington Trust
Company


Rodney Square North, 1100
North Market Street


Wilmington, DE  19890-0001


Telephone:  (302) 636-6000


Facsimile:  (302) 636-4140


Attention:  Corporate Trust Administration


 


66

















 


With a copy to the


Administrator:                                                                                                                  GMAC
Commercial Holding Capital Corp.


1801 California Street,
Suite 3700


Denver, CO  80202


Telephone:  (303) 293-8500


Facsimile:  (303) 294-3284


Attention:  Ronald W. Page


 


If intended for the


Indenture Trustee:                                                                                            Zions
First National Bank


717 17th
Street, Suite 301


Denver, CO  80202


Telephone:  (720) 947-7470


Facsimile:  (720) 947-7480


Attention:  Corporate Trust Department


 


Any party may change the address to which subsequent
notices to such party are to be sent, or of its principal office, by notice to
the others, delivered by hand or received by telex or facsimile or registered
first-class mail, postage prepaid.  Each
such notice, request or other communication shall be effective when delivered
by hand or received by telex or facsimile or first-class mail, postage prepaid.


 


Section
9.02.  Covenants
Bind Issuer.  The
covenants, agreements, conditions, promises, and undertakings in this Indenture
shall extend to and be binding upon the successors and assigns of the Issuer,
and all of the covenants hereof shall bind such successors and assigns, and
each of them, jointly and severally. 
All the covenants, conditions, and provisions hereof shall be held to be
for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Noteholders from time to time of the Obligations.


 


No extension of time of payment of any of the
Obligations shall operate to release or discharge the Issuer, it being agreed
that the liability of the Issuer, to the extent permitted by law, shall
continue until all of the Obligations are paid in full, notwithstanding any
transfer of Financed Student Loans or extension of time for payment.


 


Section
9.03.  Lien
Created.  This
Indenture shall operate effectually as (a) a grant of lien on and security
interest in; and (b) an assignment of, the Trust Estate.


 


Section
9.04.  Severability
of Lien.  If the lien
of this Indenture shall be or shall ever become ineffectual, invalid, or
unenforceable against any part of the Trust Estate, which is not subject to the
lien, because of want of power or title in the Issuer, the inclusion of any
such part shall not in any way affect or invalidate the pledge and lien hereof
against such part of the Trust Estate as to which the Issuer in fact had the
right to pledge.


 


Section
9.05.  Consent
of Noteholders Binds Successors.  Any request or consent of the Noteholder of any Obligations given
for any of the purposes of this Indenture shall bind all future Noteholders of
the same Obligation or any Obligations issued in exchange therefor or in 


 


67

















 


substitution thereof in respect of anything done or
suffered by the Issuer or the Indenture Trustee in pursuance of such request or
consent.


 


Section
9.06.  Nonpresentment
of Notes or Interest Checks. 
Should any of the Notes or interest checks not be presented for payment
when due, the Indenture Trustee shall retain from any money transferred to it
for the purpose of paying the Notes or interest checks so due, for the benefit
of the Noteholders thereof, a sum of money sufficient to pay such Notes or
interest checks when the same are presented by the Noteholders thereof for
payment.  Such money shall not be
required to be invested.  All liability
of the Issuer to the Noteholders of such Notes or interest checks and all
rights of such Noteholders against the Issuer under the Notes or interest
checks or under this Indenture shall thereupon cease and determine, and the
sole right of such Noteholders shall thereafter be against such deposit.  If any Note or interest check shall not be
presented for payment within the period of two years following its payment or
redemption date, the Indenture Trustee shall return to the Issuer the money
theretofore held by it for payment of such Note or interest check, and such
Note or interest check shall (subject to the defense of any applicable statute
of limitation) thereafter be an unsecured obligation of the Issuer.  The Indenture Trustee’s responsibility for
any such money shall cease upon remittance thereof to the Issuer.


 


Section
9.07.  Laws
Governing.  It is the
intent of the parties hereto that this Indenture shall be construed in
accordance with the laws of New York without reference to its conflict of
law provisions.  This Indenture is
subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.


 


Section
9.08.  Severability.  If any covenant, agreement, waiver, or part
thereof in this Indenture contained be forbidden by any pertinent law or under
any pertinent law be effective to render this 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 Indenture shall be construed as if the same were not
included herein.


 


Section
9.09.  Exhibits.  The terms of the Exhibits, if any, attached
to this Indenture are incorporated herein in all particulars.


 


Section
9.10.  Non-Business
Days.  Except as may
otherwise be provided herein, if the date for making payment of any amount
hereunder or on any Note, or if the date for taking any action hereunder, is
not a Business Day, then such payment can be made without accruing further
interest or action can be taken on the next succeeding Business Day, with the
same force and effect as if such payment were made when due or action taken on
such required date.


 


Section
9.11.  Parties
Interested Herein. 
Nothing in this Indenture expressed or implied is intended or shall be
construed to confer upon, or to give to, any person or entity, other than the
Indenture Trustee, the paying agent, if any, and the Noteholders of the
Obligations, any right, remedy or claim under or by reason of this Indenture or
any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Indenture contained by and on behalf of the
Issuer shall be for the sole and exclusive benefit of the Indenture Trustee,
the paying agent, if any, and the Noteholders of the Obligations.


 


68

















 


Section
9.12.  Obligations
are Limited Obligations. 
The Notes and the obligations of the Issuer contained in this Indenture
are special, limited obligations of the Issuer, secured by and payable solely
from the Trust Estate herein provided. 
The Issuer shall not be obligated to pay the Notes, the interest
thereon, or any other obligation created by or arising from this Indenture from
any other source.


 


Section
9.13.  Counterparty
Rights.  Notwithstanding
any provision of this Indenture, no Counterparty which shall be in default
under any Derivative Product with the Issuer shall have any of the rights
granted to a Counterparty or as the Noteholder of an Obligation hereunder.


 


Section
9.14.  Disclosure
of Names and Addresses of Noteholders.  Noteholders by receiving and holding the
same, agree with the Issuer and the Indenture Trustee that neither the Issuer
nor the Indenture Trustee nor any Securities Depository shall be held
accountable by reason of the disclosure of any information as to the names and
addresses of the Noteholders in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the
Indenture Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under TIA Section 312(b).


 


Section
9.15.  Aggregate
Principal Amount of Obligations.  Whenever in this Indenture reference is made to the aggregate
principal amount of any Obligations, such phrase shall mean, at any time, the
principal amount of any Notes and the Derivative Value of any Derivative
Product.


 


Section
9.16.  Financed
Student Loans.  The
Issuer expects to acquire Student Loans and to pledge Student Loans to the
Indenture Trustee, in accordance with this Indenture, which Student Loans, upon
becoming subject to the lien of this Indenture, constitute Financed Student
Loans, as defined herein.  If for any
reason a Financed Student Loan does not constitute a Student Loan, or ceases to
constitute a Student Loan, such loan shall continue to be subject to the lien
of this Indenture as a Financed Student Loan.


 


Section
9.17.  Limitation
of Liability of the Delaware Trustee.  It is expressly understood and agreed by the
parties hereto that (a) this 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 Indenture or
the other Basic Documents.


 


Section
9.18.  No
Petition.  The
Indenture 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
Indenture.


 


69

















 


ARTICLE X


 


PAYMENT AND CANCELLATION OF NOTES

AND SATISFACTION OF INDENTURE


 


Section
10.01.  Trust
Irrevocable.  The
trust created by the terms and provisions of this Indenture is irrevocable
until the indebtedness secured hereby (the Notes and interest thereon) and all
Issuer Derivative Payments are fully paid or provision made for its payment as
provided in this Article X.


 


Section
10.02.  Satisfaction
of Indenture.


 


(a)                                  If
the Issuer shall pay, or cause to be paid, or there shall otherwise be paid
(i) to the Noteholders, the principal of and interest on the Notes, at the
times and in the manner stipulated in this Indenture; and (ii) to each Counterparty,
all Issuer Derivative Payments then due, then the pledge of the Trust Estate
hereunder, and all covenants, agreements, and other obligations of the Issuer
to the Noteholders shall thereupon cease, terminate, and become void and be
discharged and satisfied.  In such
event, the Indenture Trustee shall execute and deliver to the Issuer all such
instruments as may be desirable to evidence such discharge and satisfaction,
and the Indenture Trustee shall pay over or deliver all money held by it under this
Indenture to the party entitled to receive the same under this Indenture.


 


(b)                                 Notes
and any other Obligations issued under this Indenture will be considered to
have been paid if money for their payment or redemption has been set aside and
is being held in trust by the Indenture Trustee.  Any outstanding Note will be considered to have been paid if the
Note is to be redeemed on any date prior to its stated maturity and notice of
redemption has been given as provided in this Indenture and on said date there
shall have been deposited with the Indenture Trustee either money or Eligible
Investments described in (a) of such definition, the principal of and the
interest on which when due will provide money sufficient to pay the principal
of and interest to become due on the Note.


 


(c)                                  Any
Issuer Derivative Payments are deemed to have been paid and the applicable
Derivative Product terminated when payment of all Issuer Derivative Payments
due and payable to each Counterparty under its respective Derivative Product
have been made or duly provided for to the satisfaction of each Counterparty
and the respective Derivative Product has been terminated.


 


(d)                                 In
no event shall the Indenture Trustee deliver over to the Issuer any Financed
Student Loans originated under the Act unless the Issuer is an Eligible Lender,
if the Act or Regulations then in effect require the owner or holder of such
Financed Student Loans to be an Eligible Lender.


 


Section
10.03.  Cancellation
of Paid Notes.  Any
Notes which have been paid or purchased by the Issuer, mutilated Notes replaced
by new Notes, and any temporary Note for which definitive Notes have been
delivered shall (unless otherwise directed by the Issuer by 


 


70

















 


Issuer Order) forthwith be cancelled by the Indenture
Trustee and, except for temporary Notes, returned to the Issuer.


 


ARTICLE XI


 


TERMINATION


 


Section
11.01.  Termination
of the Trust.


 


(a)                                  The
trust created by this Indenture (the “Trust”) shall terminate upon the later of
(i) payment to the Noteholders and to the Indenture Trustee of all amounts
required to be paid to them pursuant to this Indenture and any Supplemental
Indenture and the disposition of all property held as part of the Trust Estate;
or (ii) the day following the date on which all reimbursement obligations
to the Counterparties, if any, and any other Person as may be provided for in
any Supplemental Indenture have been paid in full. The Issuer shall promptly
notify the Indenture Trustee of any prospective termination pursuant to this
Section 11.01.


 


(b)                                 Notice
of any prospective termination, specifying the Payment Date for payment of the
final distribution and requesting the surrender of the Notes for cancellation,
shall be given promptly by the Indenture Trustee by letter to Noteholders
mailed not less than 10 nor more than 15 days preceding the specified
Payment Date stating (i) the Payment Date upon which final payment of the
Notes shall be made, (ii) the amount of any such final payment, and
(iii) the location for presentation and surrender of the Notes.  Payment of the final distribution which
shall be made only upon presentation and surrender of the Notes at the
corporate trust office of the Indenture Trustee specified in the notice.


 


Section
11.02.  Notice.  The Indenture Trustee shall give notice of
termination of the Trust to the Issuer and each Rating Agency.


 


ARTICLE XII


 


REPORTING
REQUIREMENTS


 


Section
12.01.  Annual
Statement as to Compliance. 
The Issuer will cause each Subservicer to deliver to the Servicer, each
Rating Agency, the Indenture Trustee and the Issuer, on or before March 15
of each year, beginning with March 15, 2004, a certificate dated as of
December 31 of the preceding year stating that (a) a review of the
activities of the Subservicer during the preceding calendar year (or, in the
case of the first such certificate, during the period from the Closing Date to
December 31, 2003) and of its performance under the Subservicing Agreement
has been made under the supervision of the officer signing such certificate;
and (b) to the best of such officers’ knowledge, based on such review, the
Subservicer has fulfilled all its obligations under the Subservicing Agreement
throughout such year, or, there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and statue thereof.


 


71

















 


Section
12.02.  Annual
Independent Public Accountants’ Subservicing Report.  Within 75 days of the end of each
Subservicer’s regular fiscal-year or calendar-year audit period, the Issuer
shall cause each Subservicer, at its expense, to cause a firm of independent
public accountants to furnish a statement to each Rating Agency, the Issuer and
the Indenture Trustee (with a copy to the Servicer) to the effect that such
firm has examined certain documents and records relating to the servicing of
the Financed Student Loans (during the preceding year) in compliance with the
standards for Compliance Audits Attestation Engagements for Lenders and Lender
Servicers Participating in the Federal Family Education Loan Program and that,
on the basis of such examination, such servicing has been conducted in
compliance with such servicing agreements except for such significant
exceptions or errors in records that, in the opinion of such firm, requires it
to report and which are set forth in such report.


 


Section
12.03.  Administrator’s
Certificate.  Each
month, not later than the fifteenth day of each month, the Issuer shall cause
the Administrator to deliver to the Indenture Trustee, an Officer’s Certificate
certifying to the accuracy of the monthly statement contemplated by
Section 12.04.


 


Section
12.04.  Statements
to Noteholders.  On or
before the fifteenth day of each month, the Issuer shall provide or cause to be
provided to the Indenture Trustee (with a copy to the Rating Agencies) for the
Indenture Trustee to forward within five days of receipt to each
Noteholder, a statement setting forth information with respect to the Notes and
Financed Student Loans as of the end of the preceding month, the following to
the extent applicable:


 


(a)                                  the
amount of payments with respect to each series of Notes paid with respect to
principal during the preceding month;


 


(b)                                 the
amount of payments with respect to each series of Notes paid with respect to
interest during the preceding month;


 


(c)                                  the
amount of the payments allocable to any interest that was carried over together
with the amount of any remaining outstanding interest that was carried over;


 


(d)                                 the
principal balance of Financed Student Loans as of the close of business on the
last day of the preceding month;


 


(e)                                  the
aggregate outstanding principal amount of the Notes of each series as of the
close of business on the last day of the preceding month, after giving effect
to payments allocated to principal reported under paragraph (a) above;


 


(f)                                    the
interest rate for any series of variable rate Notes, indicating how such
interest rate is calculated;


 


(g)                                 the
amount of the servicing fees allocated to the Servicer as of the close of
business on the last day of the preceding month;


 


(h)                                 the
amount of the Administration Fee, any auction agent fees, market agent fees,
calculation agent fees, broker-dealer fees, if any, fees paid to the Delaware 


 


72

















 


Trustee, the Indenture
Trustee and the Eligible Lender Trustee, all allocated as of the close of
business on the last day of the preceding month;


 


(i)                                     the
amount of the Recoveries of Principal and interest received during the
preceding month relating to Financed Student Loans;


 


(j)                                     the
amount of the payment attributable to amounts in the Reserve Fund, the amount
of any other withdrawals from the Reserve Fund and the balance of the Reserve Fund
as of the close of business on the last day of the preceding month;


 


(k)                                  the
portion, if any, of the payments attributable to amounts on deposit in the
Acquisition Fund;


 


(l)                                     the
aggregate amount, if any, paid by the Indenture Trustee to acquire Student
Loans from amounts on deposit in the Acquisition Fund during the preceding
month;


 


(m)                               the
amount remaining in the Acquisition Fund that has not been used to acquire
Student Loans and is being transferred to the Revenue Fund;


 


(n)                                 the
aggregate amount, if any, paid for Financed Student Loans purchased from the
Trust during the preceding month;


 


(o)                                 the
number and principal amount of Financed Student Loans, as of the close of
business on the last day of the preceding month, that are (i) 0 to
30 days delinquent, (ii) 31 to 60 days delinquent, (iii) 61
to 90 days delinquent, (iv) 91 to 120 days delinquent,
(v) greater than 120 days delinquent and (vi) for which claims
have been filed with the appropriate Guarantee Agency and which are awaiting
payment;


 


(p)                                 the
Value of the Trust Estate and the Outstanding principal amount of the Notes as
of the close of business on the last day of the preceding month; and


 


(q)                                 the
number and percentage by dollar amount of (i) rejected federal
reimbursement claims for Financed Student Loans, (ii) Financed Student
Loans in forbearance, and (iii) Financed Student Loans in deferment.


 


Each amount set forth pursuant to paragraph (b)
and (c) above shall be expressed as a dollar amount per authorized denomination
of a Note.  A copy of the statements
referred to above may be obtained by any Noteholder by a written request to the
Indenture Trustee, addressed to its Corporate Trust Office.


 


73

















 


IN WITNESS WHEREOF, the Issuer and the Indenture
Trustee have caused this Indenture to be duly executed by their respective
Authorized Officers, thereunto duly authorized and duly attested, all as of the
day and year first above written.


 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Acknowledged and
  accepted as to clause ”C” of the Granting Clauses as of the day and year
  first above written:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ David W.
  Bata

  
	
   

  	
   

  	
  David W. Bata,

  
	
   

  	
   

  	
  Vice President

  
							



 


74

















 


EXHIBIT A


 


STUDENT LOAN ACQUISITION
CERTIFICATE


 


This Student Loan Acquisition Certificate is submitted
pursuant to the provisions of Section 5.02 of the Indenture of Trust,
dated as of March 1, 2003 (the “Indenture”), among GMAC Education Loan
Funding Trust-I (the “Issuer”), Zions First National Bank, as Indenture Trustee
and Zions First National Bank, as Eligible Lender Trustee.  All capitalized terms used in this
Certificate and not otherwise defined herein shall have the same meanings given
to such terms in the Indenture.  In your
capacity as Indenture Trustee, you are hereby authorized and requested to
disburse to
                                          
the sum of
$                   
(or, in the case of an exchange, the Student Loans listed in Exhibit A
hereto) for the acquisition of Student Loans. 
With respect to the Student Loans so to be acquired, the Issuer hereby
certifies as follows:


 


1.                                       The
Student Loans to be acquired are those specified in Schedule A attached
hereto (the “Acquired Student Loans”). 
The remaining unpaid principal amount of each Acquired Student Loan is
as shown on such Schedule A.


 


2.                                       The
amount to be disbursed pursuant to this Certificate does not exceed the amount
permitted by Section 5.02 of the Indenture (or, if a Financed Student Loan
is being sold in exchange for an Acquired Student Loan under the Indenture, the
aggregate unpaid principal amount of, and accrued interest on, such Financed
Student Loan does not exceed the amount permitted by Section 5.02 of the
Indenture) and is being acquired at a price which permits the results of the
cash flow analysis provided to each Rating Agency to be sustained.


 


3.                                       Each
Acquired Student Loan is an Student Loan authorized so to be acquired by, and
is in compliance with the provisions of, the Indenture.


 


4.                                       You
have been previously, or are herewith, provided with the following items (the
items listed in (a), (b), (c), (d), (f) and (g) have been received and are
being retained, on your behalf, by the Issuer or the Servicer):


 


(a)                                  a
copy of the Loan Sale Agreement between the Issuer and the Eligible Lender with
respect to the Acquired Student Loans;


 


(b)                                 with
respect to each Insured Loan included among the Acquired Student Loans, the
Certificate of Insurance relating thereto;


 


(c)                                  with
respect to each Guaranteed Loan included among the Acquired Student Loans, a
certified copy of the Guarantee Agreement relating thereto;


 


(d)                                 an
opinion of counsel to the Issuer specifying each action necessary to perfect a
security interest in all Student Loans to be acquired by the Issuer pursuant to
the Loan Sale Agreement in favor of the Indenture Trustee in the manner
provided for by the provisions of 20 U.S.C. §§ 1087-2(d)(3) or
20 U.S.C. §§ 1082 (m)(1)(D)(iv), as applicable (you are authorized to
rely on the advice of a single blanket opinion of counsel to the Issuer until
such time as the Issuer shall provide any amended opinion to you);


 

















 


(e)                                  a
certificate of an Authorized Representative of the Issuer to the effect that
(i) the Issuer is not in default in the performance of any of its
covenants and agreements made in the Loan Sale Agreement relating to the
Acquired Student Loans; (ii) with respect to all Acquired Student Loans
which are Insured, Insurance is in effect with respect thereto, and with
respect to all Acquired Student Loans which are Guaranteed, the Guarantee
Agreement is in effect with respect thereto; and (iii) the Issuer is not
in default in the performance of any of its covenants and agreements made in
any Contract of Insurance or the Guarantee Agreement applicable to the Acquired
Student Loans;


 


(f)                                    evidence
that the promissory notes evidencing the Acquired Student Loans have had
stamped thereon or affixed thereto (individually or by blanket endorsement) a
notice specifying that they have been assigned to the Indenture Trustee with
all necessary endorsements; and


 


(g)                                 instruments
duly assigning the Acquired Student Loans to the Indenture Trustee.


 


5.                                       The
Issuer is not, on the date hereof, in default under the Indenture or in the
performance of any of its covenants and agreements made in the Loan Sale
Agreement relating to the Acquired Student Loans, and, to the best knowledge of
the Issuer, the Eligible Lender is not in default under the Loan Sale Agreement
applicable to the Acquired Student Loans. 
The Issuer is not aware of any default existing on the date hereof under
any of the other documents referred to in paragraph 4 hereof, nor of any
circumstances which would reasonably prevent reliance upon the opinion of
counsel referred to in paragraph 4(d) hereof.


 


6.                                       All
of the conditions specified in the Loan Sale Agreement applicable to the
Acquired Student Loans and the Indenture for the acquisition of the Acquired
Student Loans and the disbursement hereby authorized and requested have been
satisfied; provided that the Issuer may waive the requirement of receiving an
opinion of counsel from the counsel to the Lender.


 


7.                                       If
a Financed Student Loan is being sold in exchange for an Acquired Student Loan,
the final expected maturity date of such Acquired Student Loan shall be
substantially similar to that of the Financed Student Loan being sold and such
sale and exchange shall not adversely affect the ability of the Trust Estate to
make timely principal and interest payments on its Obligations.


 


8.                                       With
respect to all Acquired Student Loans which are Insured, Insurance is in effect
with respect thereto, and with respect to all Acquired Student Loans which are
Guaranteed, the Guarantee Agreement is in effect with respect thereto.


 


9.                                       The
Issuer is not in default in the performance of any of its covenants and
agreements made in any Contract of Insurance or the Guarantee Agreement
applicable to the Acquired Student Loans.


 


10.                                 The
undersigned is authorized to sign and submit this Certificate on behalf of the
Issuer.


 


A-2

















 


11.                                 Student
Loans are being acquired at a price which permits the results of the cash flow
analyses provided to the Rating Agencies on the Closing Date to be sustained.


 


WITNESS my hand this
              
day of
                        
20     .


 


	
   

  	
  GMAC EDUCATION
  LOAN FUNDING 

  TRUST-I, as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  GMAC Commercial
  Holding Capital Corp.,

  as Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
						



 


A-3

















 


SCHEDULE A


 


STUDENT LOANS TO BE ACQUIRED


 


A-4

















 


EXHIBIT
B


 


FORM OF ISSUER ORDER


 


GMAC
EDUCATION LOAN FUNDING TRUST-I


 


Issuer Order for the
transfer of moneys from the Revenue Fund to the Operating Fund pursuant to
Section 5.03 of the Master Indenture.


 


[                
    , 200  ]


 


To:                               Zions
First National Bank, as indenture trustee (the “Indenture Trustee”) under the
Indenture of Trust, dated as of March 1, 2003 (the “Master Indenture”),
among GMAC Education Loan Funding Trust-I (the “Issuer”), Zions First National
Bank, as eligible lender trustee and Zions First National Bank, as Indenture
Trustee, as supplemented from time to time (the “Indenture”)


 


Ladies and Gentlemen:


 


Pursuant to Section 5.03 of the Master Indenture,
you hereby are authorized and directed to transfer moneys in the Revenue Fund,
on
                
    , 200   , to the Operating Fund, subject
to Section 5.05 of the Master Indenture.


 


The Issuer hereby certifies that the amount so
transferred (a) does not exceed the amount budgeted by the Issuer as
Program Expenses for such Fiscal Year with respect to the Notes, (b) does
not exceed the amount designated therefore in the cash flows provided to each
Rating Agency and (c) is in compliance with the provisions of the
Indenture and each Supplemental Indenture.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  GMAC EDUCATION
  LOAN FUNDING TRUST-I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  GMAC Commercial
  Holding Capital Corp.,

  as Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
						



 


Dated: 
[                       
    , 200   ]