Exhibit 4.4


 




 





GMAC EDUCATION LOAN FUNDING TRUST-I


 


AMENDED AND RESTATED TRUST AGREEMENT


 


by and between


 


GMAC ELF LLC,

as Initial Certificateholder and Sponsor,


 


and


 


WILMINGTON TRUST COMPANY

as Delaware Trustee


 


Dated as of March 1, 2003




 





 

















 


	
  ARTICLE
  I

  
	
  DEFINITIONS

  
	
   

  
	
  Section
  1.01.

  	
  Definitions

  
	
  Section
  1.02.

  	
  Other
  References

  
	
   

  	
   

  
	
  ARTICLE
  II

  
	
  ORGANIZATION
  OF THE TRUST; AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS; DECLARATION
  OF TRUST BY DELAWARE TRUSTEE

  
	
   

  
	
  Section
  2.01.

  	
  Establishment
  of the Trust

  
	
  Section
  2.02.

  	
  Name

  
	
  Section
  2.03.

  	
  Office
  and Situs of Trust

  
	
  Section
  2.04.

  	
  Authority

  
	
  Section
  2.05.

  	
  Powers
  and Authority

  
	
  Section
  2.06.

  	
  Declaration
  of Trust by Delaware Trustee

  
	
  Section
  2.07.

  	
  The
  Indenture

  
	
  Section
  2.08.

  	
  Title
  to Trust Estate

  
	
  Section
  2.09.

  	
  Covenants
  Regarding Operations

  
	
  Section
  2.10.

  	
  Appointment
  of Delaware Trustee

  
	
  Section
  2.11.

  	
  Federal
  Income Tax Allocations

  
	
  Section
  2.12.

  	
  Limitations
  on Certificateholders

  
	
  Section
  2.13.

  	
  Administration

  
	
  Section
  2.14.

  	
  Additional
  Contributions

  
	
  Section
  2.15.

  	
  Principal
  Place of Business

  
	
  Section
  2.16.

  	
  Liability
  of the Certificateholders and the Delaware Trustee

  
	
   

  	
   

  
	
  ARTICLE
  III

  
	
  TRUST
  CERTIFICATES AND TRANSFER OF INTERESTS

  
	
   

  
	
  Section
  3.01.

  	
  Initial
  Beneficial Ownership

  
	
  Section
  3.02.

  	
  The
  Certificates

  
	
  Section
  3.03.

  	
  Authentication
  of Certificates

  
	
  Section
  3.04.

  	
  Registration
  of Transfer and Exchange of Certificates

  
	
  Section
  3.05.

  	
  Mutilated,
  Destroyed, Lost or Stolen Certificates

  
	
  Section
  3.06.

  	
  Persons
  Deemed Owners

  
	
  Section
  3.07.

  	
  Access
  to List of Certificateholders’ Names and Addresses

  
	
  Section
  3.08.

  	
  Maintenance
  of Office or Agency

  
	
  Section
  3.09.

  	
  Terms
  of Certificates Binding

  
	
   

  	
   

  
	
  ARTICLE
  IV

  
	
  DISTRIBUTIONS
  AND PAYMENTS

  
	
   

  
	
  Section
  4.01.

  	
  Distribution
  of Payments

  
	
  Section
  4.02.

  	
  Payments
  From Trust Estate Only

  
	
  Section
  4.03.

  	
  Method
  of Payment

  



 

















 


	
  Section
  4.04.

  	
  Trust
  Payment Date Statement

  
	
   

  	
   

  
	
  ARTICLE
  V

  
	
  DUTIES
  OF DELAWARE TRUSTEE

  
	
   

  
	
  Section
  5.01.

  	
  Notice
  of Default

  
	
  Section
  5.02.

  	
  Action
  Upon Instruction

  
	
  Section
  5.03.

  	
  Indemnification

  
	
  Section
  5.04.

  	
  No
  Duties Except as Specified in Transaction Documents

  
	
  Section
  5.05.

  	
  No
  Action Except Under Specified Documents or Instructions

  
	
  Section
  5.06.

  	
  Action
  by Certificateholders with Respect to Bankruptcy

  
	
  Section
  5.07.

  	
  Discharge
  of Liens

  
	
   

  	
   

  
	
  ARTICLE
  VI

  
	
  DELAWARE
  TRUSTEE

  
	
   

  
	
  Section
  6.01.

  	
  Acceptance
  of Trusts and Duties

  
	
  Section 6.02.

  	
  Furnishing of Documents

  
	
  Section 6.03.

  	
  No Representations or Warranties as to
  Trust Estate

  
	
  Section 6.04.

  	
  No Segregation of Moneys; No Interest

  
	
  Section 6.05.

  	
  Reliance; Advice of Counsel

  
	
  Section 6.06.

  	
  Not Acting in Individual Capacity

  
	
  Section 6.07.

  	
  Books and Records

  
	
  Section 6.08.

  	
  Tax Returns

  
	
   

  	
   

  
	
  ARTICLE VII

  
	
  ASSUMPTION
  OF LIABILITY AND PAYMENT FOR DELAWARE TRUSTEE

  
	
   

  
	
  Section 7.01.

  	
  Compensation and Expenses

  
	
  Section 7.02.

  	
  Indemnification

  
	
  Section 7.03.

  	
  Certificateholders To Assume Liability

  
	
   

  	
   

  
	
  ARTICLE VIII

  
	
  TERMINATION
  OF INDENTURE

  
	
   

  
	
  Section 8.01.

  	
  Termination in General

  
	
  Section
  8.02.

  	
  Termination
  at Option of Certificateholders

  
	
  Section 8.03.

  	
  Termination

  
	
   

  	
   

  
	
  ARTICLE IX

  
	
  SUCCESSOR
  DELAWARE TRUSTEES, CO-DELAWARE TRUSTEES AND SEPARATE DELAWARE TRUSTEES

  
	
   

  
	
  Section 9.01.

  	
  Resignation and Successors

  



 


ii

















 


	
  Section 9.02.

  	
  Co-Trustees and Separate Trustees

  
	
  Section 9.03.

  	
  Changes in Identity of a Delaware Trustee

  
	
   

  	
   

  
	
  ARTICLE X

  
	
  MISCELLANEOUS

  
	
   

  
	
  Section 10.01.

  	
  Amendment

  
	
  Section 10.02.

  	
  No Title to Trust Estate, Etc

  
	
  Section 10.03.

  	
  Sale of the Trust Estate by Delaware
  Trustee is Binding

  
	
  Section 10.04.

  	
  Limitations on Rights of Others

  
	
  Section 10.05.

  	
  Notices, Etc

  
	
  Section 10.06.

  	
  Severability

  
	
  Section 10.07.

  	
  Separate Counterparts

  
	
  Section 10.08.

  	
  Successors and Assigns

  
	
  Section 10.09.

  	
  Governing Law

  
	
  Section 10.10.

  	
  No Liability of Certificateholders

  
	
  Section 10.11.

  	
  Actions by the Certificateholders

  



 


	
  EXHIBIT
  A

  	
  CERTIFICATEHOLDERS’
  CAPITAL CONTRIBUTIONS

  
	
  EXHIBIT
  B

  	
  FORM OF STATUTORY
  TRUST PAYMENT DATE STATEMENT

  
	
  EXHIBIT
  C

  	
  FORM OF CERTIFICATE

  
	
  EXHIBIT
  D

  	
  FORM OF TRANSFEROR LETTER

  
	
  EXHIBIT
  E

  	
  FORM OF INVESTMENT LETTER

  
	
  EXHIBIT
  F

  	
  FORM OF RULE 144A LETTER

  



 


iii

















 


TRUST AGREEMENT


 


THIS
AMENDED AND RESTATED TRUST AGREEMENT, dated as of
March 1, 2003, is entered into by and between GMAC ELF LLC, a Delaware limited liability company, as the
Initial Certificateholder and Sponsor, and WILMINGTON
TRUST COMPANY, a Delaware banking corporation, not in its individual
capacity but solely as Delaware Trustee on behalf of the Trust.


 


W I T N E S S E T H:


 


WHEREAS, the Sponsor and the Trust Company have
mutually agreed as set forth herein to create the Trust; and


 


WHEREAS, the Trust was formed pursuant to the Initial
Trust Agreement (as defined below); and


 


WHEREAS, this Trust Agreement amends and restates in
its entirety such Initial Trust Agreement.


 


In consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


ARTICLE I


 


DEFINITIONS


 


Section
1.01.  Definitions.  All
capitalized terms used in this Trust Agreement shall have the meanings set
forth below and, if not defined herein, shall have the respective meanings
assigned to them in the Indenture:


 


“Administration Agreement” means that certain Administration Agreement
dated as of March 1, 2003 by and among the Trust, the Administrator, the
Delaware Trustee and the Indenture Trustee.


 


“Administration Fee” means the fee, if any,
from time to time payable to the Administrator pursuant to the Administration
Agreement.


 


“Administrator”  means GMAC Commercial
Holding Capital Corp., a Colorado Corporation, and its successors and assigns.


 


“Authorized Officer” means, with respect to
an entity, the Chairman of the Board, the President, Chief Operating Officer,
any Senior Vice President, Secretary, Treasurer, any Vice President, any
Assistant Vice President or any Financial Services Officer thereof.


 


“Bankruptcy
Action” means (i) commencing any case, proceeding or other
action or filing a petition under any existing or future bankruptcy, insolvency
or similar law seeking (A) to 


 

















 


adjudicate the Trust a bankrupt or insolvent, (B) to have an order for
relief entered with respect to the Trust, or (C) reorganization, arrangement,
adjustment, wind-up, liquidation, dissolution, composition or other relief with
respect to the Trust or its debts, (ii) consenting to the institution of
bankruptcy or insolvency proceedings against the Trust, (iii) seeking or consenting
to the appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Trust or a substantial part of
its property, (iv) except as required by law, admitting its inability to pay
its debts generally as they become due, (v) failing generally to pay the debts
of the Trust as such debts become due within the meaning of the Federal
Bankruptcy Code, as determined by a relevant bankruptcy court, (vi) making a
general assignment by the Trust for the benefit of creditors, or (vii)
authorizing, taking any action in furtherance of, consenting to or acquiescing
in any of the foregoing or any similar action or other proceedings under any
United States Federal or state bankruptcy or insolvency or similar law on
behalf of, or with respect to, the Trust, or in connection with any obligations
relating to the Certificates, the Notes, this Trust Agreement or any of the
other Transaction Documents.


 


“Beneficial Owner”
means the owners of Certificates as determined for federal income tax purposes,
taking into account the provisions of Treasury Regulation 1.7704-1(h).


 


“Certificate” means a certificate issued by
the Trust evidencing the beneficial ownership interests in the Trust as set
forth thereon.


 


“Certificateholder” means the Persons or
Person in whose name a Certificate is registered in the Register on the
applicable date.


 


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


 


“Indenture”  means the Indenture of
Trust dated as of March 1, 2003, by and among the Trust, Zions First
National Bank, as indenture trustee (the “Indenture Trustee”), and Zions First
National Bank, as eligible lender trustee, as supplemented or amended from time
to time, including by the Series 2003-1 Supplemental Indenture of Trust, dated
as of March 1, 2003, between the Trust and the Indenture Trustee.


 


“Independent Trustee” means a Person that
(i) is independent and is not a stockholder or other securityholder (whether
direct, indirect or beneficial), customer or supplier of the Trust or any of
its affiliates; (ii) is not a director, officer, employee, affiliate, member,
manager or associate of the Trust or any of its affiliates (other than in its
capacity as the Delaware Trustee for the Trust); (iii) is not related to any
Person referred to in clauses (i) or (ii); (iv) is not a trustee, conservator
or receiver for the Trust or any of its affiliates (other than in its capacity
as Delaware Trustee for the Trust); and (v) in the ordinary course of its
business, acts as a statutory trustee for other special purpose statutory
trusts similar to the Trust and is otherwise independent from the Trust and its
affiliates (except as provided above); provided that affiliates as used in this
sentence does not include the interests of the Delaware Trustee and its
affiliates in each other.


 


“Initial
Certificate Holder” means GMAC ELF LLC.


 


“Initial Trust
Agreement” means the Trust Agreement dated as of January 15, 2003,
by 


 


2

















 


and between GMAC ELF LLC,
as the Sponsor, and Wilmington Trust Company, as Delaware Trustee.


 


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


 


“Notes”  shall
have the meaning set forth in the Indenture.


 


“Noteholder”  shall have the meaning set forth in the Indenture.


 


“Notices” has the meaning specified in
Section 10.05.


 


“Opinion of Counsel”  means a written opinion of counsel, who may be counsel for a
Certificateholder, which opinion is reasonably acceptable to the Delaware
Trustee.


 


“Payments” has the meaning specified in
Section 4.01(b).


 


“Percentage Interest” means with respect to
any Certificate the percentage interest set forth on the face of such
Certificate.


 


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


 


“Register” means a register kept by the
Registrar in which, subject to such reasonable regulations as it may prescribe,
the Registrar shall provide for the registration of the Certificates and the
registration of transfers of the Certificates.


 


“Registrar” means the Delaware Trustee, or
its designee, as Registrar hereunder.


 


“Required Certificateholders” means the
approval of or direction by the Certificateholders holding a majority of the
Percentage Interests unless a higher Percentage Interest is specifically
required by the terms of this Trust Agreement or applicable law in which case
“Required Certificateholders” shall mean such higher Percentage Interest.


 


“Rule 144A Letter” has the meaning set
forth in Section 3.04(b).


 


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


 


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


 


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


 


“Transaction Documents”   has the meaning specified in Section 2.05(a)(i).


 


“Trust” means the GMAC Education Loan
Funding Trust-I established pursuant to the Trust Statute.


 


“Trust Agreement” means this Amended and
Restated Trust Agreement dated as of 


 


3

















 


March 1, 2003, by and between GMAC ELF LLC, as Initial
Certificateholder and Sponsor, and Wilmington Trust Company, as Delaware
Trustee, as amended or supplemented from time to time.


 


“Trust Company” means Wilmington Trust
Company, in its individual capacity.


 


“Trust Estate” means all of the assets,
property, and security interests related thereto contributed, sold, assigned or
otherwise transferred to or acquired by the Trust together with all other
assets subject hereto, constituting the Trust created hereby and to be
administered hereunder, including without limitation, the earnings thereon and
products and proceeds thereof.


 


“Trust Payment Date Statement” has the
meaning set forth in Section 4.04 hereof.


 


“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.


 


“UCC Financing Statement”  shall
have the meaning set forth in Section 2.05 (c) hereof.


 


Section
1.02.  Other References.


 


(a)                                  As
used in this Trust Agreement and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in this
Trust Agreement or in any such certificate or other document, and accounting
terms partly defined in this Trust Agreement 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.  To the extent that the definitions of
accounting terms in this Trust Agreement or in any such certificate or other
document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Trust
Agreement or in any such certificate or other document shall control.


 


(b)                                 The
definitions contained in this Trust Agreement are applicable to the singular as
well as the plural, the past, the present, the future, the active and the
passive forms of such terms and to the masculine as well as the feminine and
neuter genders of such terms.


 


(c)                                  Any
agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented 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.


 


(d)                                 The
terms “hereof,” “herein,” “hereby” or “hereunder,” unless otherwise modified by
more specific reference, shall refer to this Trust Agreement in its entirety as
amended from time to time.  Unless
otherwise indicated in context, the terms “Article,” “Section,” “Schedule,” or
“Exhibit” shall refer to an Article or Section of, or Schedule or Exhibit to,
this Trust Agreement.  The headings of
sections and paragraphs and the Table 


 


4

















 


of Contents contained in this Trust Agreement are
provided for convenience only.  They
form no part of this Trust Agreement and shall not affect its construction or
interpretation.


 


ARTICLE II


 


ORGANIZATION OF THE TRUST;


AUTHORITY TO EXECUTE AND PERFORM
VARIOUS DOCUMENTS;


DECLARATION OF TRUST BY DELAWARE
TRUSTEE


 


Section
2.01.  Establishment of the Trust.  On January 15, 2003, the Sponsor and the Delaware Trustee
established the Trust, and the Initial Trust Agreement.  The Initial Trust Agreement is hereby
amended and restated in its entirety. 
The Trust shall be known as GMAC Education Loan Funding Trust-I.  Simultaneously with the execution hereof,
the Sponsor shall make a contribution to the Trust as the Sponsor’s
contribution, as described more fully in Exhibit A hereto, and thereafter may
transfer and assign the property described in the granting clauses of the
Indenture to the Trust under the terms of the Loan Sale Agreement and other
assignment agreements by and between the Sponsor, as seller or assignor, and
the Trust, as purchaser or assignee, and may assume certain obligations under
and in accordance with the Transaction Documents.  Upon the making of such contribution, the Delaware Trustee shall
record the amount thereof on the books of the Trust and the investment of the
Sponsor therein.  It is the intention of
the parties hereto that the Trust shall constitute a statutory trust under the
Trust Statute (for which the Delaware Trustee has filed a certificate of trust with the Secretary of State of the
State of Delaware pursuant to Section 3810(a) of the Delaware Statutory
Trust Act in substantially the form attached to the Initial Trust Agreement),
that this Trust Agreement shall constitute the governing instrument of such
Trust and that the Certificateholders shall hold all of the beneficial
interests in the Trust.  The rights of
the Certificateholders shall be determined herein and the relationship between
the parties hereto created by this Trust Agreement shall not constitute indebtedness
for any purpose.  Subject to Section
2.08 hereof, it is the intention of the parties hereto that, solely for
purposes of federal income taxes, state and local income and franchise taxes,
and any other taxes imposed on, measured by or based upon gross or net income,
(i) if there is only one Certificateholder, the Trust shall be treated as
a disregarded entity separate from its owner pursuant to Treasury Regulation
301.7701-2(c)(2) and (ii) if there is more than one Certificateholder, the
Trust shall be treated as a partnership, and that the provisions of this Trust
Agreement shall be construed in accordance with such intent.  The parties hereto agree to take no action
inconsistent with such treatment, unless required otherwise by applicable law.


 


Section
2.02.  Name.  The name of
the Trust shall be GMAC Education Loan Funding Trust-I, in which name the
Delaware Trustee solely in such capacity on behalf of the Trust may, subject to
the terms hereof and the other Transaction Documents, conduct business, make
and execute loans, contracts, security instruments and other instruments,
acquire, pledge, convey and transfer property and sue or be sued.


 


Section
2.03.  Office and Situs of Trust.  The Trust
shall be located and administered in the State of Delaware.  The Trust shall not have any employees in
any state other than Delaware; provided, however, that nothing herein shall
restrict or prohibit the Trust Company (in its individual capacity but not as
Delaware Trustee) from having employees within or without the 


 


5

















 


State of Delaware.  The only office of the Trust shall be the
corporate trust office of the Delaware Trustee in Delaware.


 


Section
2.04.  Authority.  Effective as
of the date hereof, the Delaware Trustee shall have all of the rights, powers
and duties set forth herein, and to the extent not inconsistent herewith, in
the Trust Statute with respect to accomplishing the purposes of the Trust.


 


Section
2.05.  Powers and Authority.


 


(a)          Subject
to Section 2.09 hereof, the Trust has been created for the purpose of
purchasing and owning student loans, issuing Notes from time to time, pledging
its interest in student loans and other collateral under the terms of the
Indenture to secure the Notes and performing activities that are necessary,
suitable or convenient to accomplish those purposes, including without
limitation, the following:


 


(i)                                     execute
and deliver the Basic Documents to which the Trust is a party (as defined in
the Indenture), one or more loan purchase agreements, note purchase agreements,
servicing agreements, sub-servicing agreements, eligible lender trust
agreements, guaranty agreements, custodial agreements, investment agreements,
Custody Agreement (as defined in the Indenture), Derivative Products (as
defined in the Indenture) including the Series 2003-1 Derivative Product
Agreements, and such other documents relating to the transactions contemplated
by the Indenture and hereby, as the Required Certificateholders  or
the Administrator may from time to time direct in writing (collectively, the
“Transaction Documents”), in each case in the respective forms in which the
same may be delivered by or on behalf of the Certificateholders or the
Administrator to the Delaware Trustee from time to time for execution and
delivery, and accept any document that is not signed by the Delaware Trustee,
the delivery of which is provided for under any of the preceding agreements;


 


(ii)                                  execute
and deliver all other documents, certificates, instruments and agreements that
are provided to it and are contemplated to be executed and delivered by the
Delaware Trustee or the Trust, as applicable, by the documents referred to in
clause (i) above;


 


(iii)                               to
acquire Student Loans;


 


(iv)                              to
deposit and apply the proceeds of the sale of the Notes;


 


(v)                                 to
assign, grant, transfer, pledge, mortgage and convey all or any portion of the
Trust Estate pursuant to the Indenture and to hold, manage and distribute to
the Certificateholders pursuant to the terms of this Trust Agreement any
portion of the Trust Estate released from the lien of, and remitted to the
Trust pursuant to, the Indenture;


 


(vi)                              execute
and deliver assignments and assumptions with respect to certain rights and
responsibilities under the Transaction Documents;


 


6

















 


(vii)                           take,
or cause to be taken, all actions deemed necessary or appropriate by the
Sponsor in connection with a public offering, issuance and sale of securities
to be issued by the Trust, including, without limitation (i) the preparation,
execution, delivery and filing with the Securities and Exchange Commission
of  a registration statement for the
securities and any and all pre-effective and post-effective amendments to the
registration statement and applications or other appropriate requests for
qualification of the securities and amendments thereto under applicable State
Blue Sky Laws and (ii) filing, providing or authorizing the filing or provision
of such other documents and information with the National Association of
Securities Dealers, Inc and all other governmental, regulatory and rating
agencies as deemed necessary or appropriate by the Sponsor in connection with
such offer, issuance and sale and (iii) the filing of periodic reports
therewith as deemed necessary or appropriate by the Sponsor, which actions by
the Sponsor on behalf of the Trust may be taken (A) on and after January 15,
2003 pursuant to the power of attorney substantially in the form attached to
the Initial Trust Agreement or (B) the Administration Agreement;


 


(viii)                        upon the
direction of the Required Certificateholders or the Administrator take whatever
action shall be required to be taken by the Delaware Trustee by the terms of,
and to exercise its rights and perform its duties under, each of the documents
referred to in clauses (i) through (vii) above as set forth therein;


 


(ix)                                upon
a Certificateholder making or causing to be made available to the Delaware
Trustee the contributions referred to in Section 2.01 hereof, record the
amount thereof on the books of the Trust as the investment of the
Certificateholder therein;


 


(x)                                   upon
a Certificateholder making available to the Delaware Trustee the amounts
necessary to pay the expenses arising with respect to the Transaction Documents
to the extent not paid by a Certificateholders or pursuant to the Transaction
Documents, to pay such expenses as directed by the Certificateholder or the
Administrator and to note such payment on the books of the Trust;


 


(xi)                                pay,
remit and distribute monies received by the Trust pursuant to Section 4.01
hereof;


 


(xii)                             subject
to the terms of this Trust Agreement and the Transaction Documents, to engage
in such other activities as may be required in connection with the conservation
of the Trust Estate, payment of the Notes and making distributions to the
Certificateholders;


 


(xiii)                          issue,
execute and deliver the Certificates in the form attached hereto;


 


(xiv)                         take such
other actions as are specified herein or are incidental to the foregoing; and


 


7

















 


(xv)                            subject
to the terms of this Trust Agreement, take such other action in connection with
the foregoing as the Required Certificateholders or the Administrator may from
time to time direct.


 


(b)         Notwithstanding
anything herein to the contrary, the Trust is neither authorized nor empowered
to engage in any activity other than exercising its rights, powers and
authority and performing its obligations in accordance with the express
provisions of Section 2.05(a) hereof. 
The Delaware Trustee may establish such trust accounts on its records
(or through the Trust Company) in its discretion as it may deem desirable or
appropriate for the deposit and disbursement of any monies delivered to it
hereunder.


 


(c)          Notwithstanding
anything in this Trust Agreement or in any other Transaction Document to the
contrary, the Trust is hereby authorized to execute, deliver and perform the
Indenture, each Loan Sale Agreement  and
such financing statements (UCC-1 and UCC-3) evidencing the security interests
granted by the Trust (the “UCC Financing Statement”) pursuant to any of the
foregoing agreements and/or the assignment of the Trust’s interests in
collateral pledged or assigned to the Trust pursuant to any of the foregoing
documents, and the Delaware Trustee is hereby authorized to execute and deliver
such documents on behalf of the Trust without any approval, consent or other
action by any party hereto, and such execution, delivery and performance do not
and shall be deemed not to conflict with or violate any provision of this Trust
Agreement or any duty or restriction hereunder of any party hereto.


 


Section
2.06.  Declaration of Trust by
Delaware Trustee.  The Delaware Trustee hereby declares that it
will hold the Trust Estate upon the trusts set forth herein for the use and
benefit of the Certificateholders and as Delaware Trustee for the
Certificateholders hereunder.


 


Section
2.07.  The Indenture.  The
Certificateholders and the Delaware Trustee hereby acknowledge that, when
executed and delivered, the Indenture shall create a lien on the Trust Estate,
subject to the limitations set forth in such agreements.


 


Section
2.08.  Title to Trust Estate.


 


(a)          Subject
to the lien of the Indenture, title to all of the Trust Estate at all times
shall be vested in the Trust as a separate legal entity except (i) where
applicable law in any jurisdiction requires title to any part of the Trust
Estate to be vested in a trustee or trustees, in which case title to that part
of the Trust Estate shall be vested in the Delaware Trustee, a co-trustee and/or
a separate trustee, as the case may be, and (ii) except that record title
to Student Loans that are part of the Trust Estate shall be held by an eligible
lender trustee pursuant to the terms of an Eligible Lender Agreement or the
Indenture and the Trust Estate shall have a beneficial interest therein.


 


(b)         The
Certificateholders shall not have legal title to any part of the Trust
Estate.  No transfer by operation of law
or otherwise of any interest of a Certificateholder shall operate to terminate
this Trust Agreement or the trust hereunder or entitle any transferee to an
accounting or to the transfer to it of any part of the Trust Estate.


 


8

















 


Section
2.09.  Covenants Regarding
Operations.


 


(a)          Notwithstanding
any other provision to the contrary of this Trust Agreement or any other
agreement, document or instrument executed by the Trust and notwithstanding any
prior termination of this Trust Agreement, the Certificateholders shall not
take or authorize any Bankruptcy Action.


 


(b)         So
long as the Indenture is in effect, and except as otherwise provided in the
Indenture and the Transaction Documents:


 


(i)                                     The
Trust shall not engage in any business or activity other than in connection
with or relating to the purchase or acquisition and ownership of the Trust
Estate, the grant of such Trust Estate to the Trustee and the activities
specified in Section 2.05.


 


(ii)                                  The
Trust 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,
or pledge its assets to any other entity except as provided in the Transaction
Documents.


 


(iii)                               The
Trust shall not dissolve or liquidate, in whole or in part.


 


(iv)                              The
Trust shall not be, become or hold itself out as being liable for the debts of
any other Person, or hold out its credit as being available to satisfy the
obligation of any other Person, and the Trust and the Sponsor (or any other
Certificateholder) will not act as agents for each other.


 


(v)                                 The
Trust shall not form, or cause to be formed, any subsidiaries.


 


(vi)                              The
Trust shall act solely in its Trust name and through its duly Authorized
Officers or agents in the conduct of its business, shall prepare all Trust
correspondence in the Trust name, shall hold itself out as a separate entity
from any other Person, shall conduct its business so as not to mislead others
as to the identity of the entity with which they are concerned and shall
correct any known misunderstanding regarding its separate identity.


 


(vii)                           The
Trust shall maintain statutory trust records, accounts and books of account and
shall not commingle its statutory trust records, accounts and books of account
with the organizational or other records, accounts and books of account of any
other corporation or entity and such records, accounts and books of account
shall reflect the separate existence of the Trust.  The books of the Trust may be kept (subject to any provision
contained in any applicable statutes) inside or outside the State of Delaware
at such place or places as may be designated from time to time by the Trust.


 


(viii)                        The Trust shall take such actions as
may be necessary to authorize all of its actions as may be required by law.


 


9

















 


(ix)                                This
Trust Agreement Section shall not be amended, altered, changed or repealed,
except as may be permitted pursuant to the Transaction Documents.


 


(x)                                   The
Trust shall (1) conduct its business in an office separate from that of the
Certificateholders, (2) maintain stationery, invoices and checks separate from
that of any other Person, (3) pay all of its own expenses and liabilities from
its own funds, (4) strictly observe all statutory formalities, (5) pay the
salaries of its own employees and maintain a sufficient number of employees in
light of its contemplated business operations, (6) maintain an arm’s
length relationship with its affiliates and (7) maintain separate
financial statements from any other Person. 
The Trust shall not (A) pledge (except pursuant to the Transaction
Documents), lend or advance any moneys to, or make an investment in or for the
benefit of, any Person, (B) make any capital expenditures, (C) subject to
Section 5.06, take any Bankruptcy Action, or (D) guarantee (directly or
indirectly), endorse or otherwise become contingently liable (directly or
indirectly) for, or pay from its funds, the obligations or indebtedness of, or
(except pursuant to the Transaction Documents) own or purchase any stock,
obligations or securities of or any other interest in, or make any capital
contribution to, any other Person.


 


(xi)                                The
Trust shall allocate fairly and reasonably with any other Person expenses that
are shared with such Person including, without limitation, any overhead, rent,
or other compensation paid for shared or leased office space.


 


(xii)                             The
Trust (A) has maintained and shall maintain its valid existence, rights
and franchises in good standing as a statutory trust under the laws of the
State of Delaware and will obtain and preserve its qualification to do business
in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Trust Agreement; (B) has
observed and shall observe all procedures required by this Trust Agreement and
the laws of the State of Delaware; and (C) has otherwise complied and
shall otherwise comply with the provisions of this Trust Agreement and the
Trust Statute.


 


(xiii)                          Financial
and operational services, including, without limitation, maintenance of the
books and records of the Trust and preparation of the financial statements
shall be performed on behalf of the Trust by independent contractors,
including, without limitation, employees of the Administrator or its
affiliates.  The entity performing
services or incurring expenses in connection with such services for the Trust
shall receive compensation for such services rendered or expenses incurred in
an amount equal to the fair value of such services and expenses.  To the extent that the Trust leases premises
from a Certificateholder or affiliates of a Certificateholder, the Trust shall
pay appropriate compensation or rental. 
The Trust shall be directly responsible for the costs of its own outside
legal, auditing and other similar services. 
The amounts deposited into the Trust and the cash flow expected to be
received by the Trust under the Indenture is expected to be sufficient to meet
the fees and costs of the Delaware Trustee and the 


 


10

















 


Administrator for the Trust and the reasonably
anticipated expenses and liabilities of the Trust.


 


(xiv)                         The
annual financial statements of the Trust shall disclose the effects of these
transactions in accordance with generally accepted accounting principles.  The consolidated financial statements which
consolidate the assets and earnings of any Certificateholder with those of the
Trust shall not state that the assets of the Trust shall be available to creditors
of a Certificateholder.  The financial
statements (if any) of the Trust shall not state that the assets of the Trust
are or will be available to pay creditors of any Certificateholder or any other
affiliate (other than the obligations of the Certificateholder to indemnify the
Delaware Trustee under this Trust Agreement).


 


(xv)                            The
Trust will not guarantee any indebtedness of or make loans to a
Certificateholder or its affiliates.


 


(xvi)                         Except
for the Delaware Trustee’s standard practice regarding maintenance of funds and
assets, the funds and other assets of the Trust will not be commingled with
those of any other Person and shall be maintained as identifiable funds and
assets held in the name of the Trust.


 


(xvii)                      The Trust
shall not enter into any contract or agreement with any of its Certificateholders
or their affiliates except on terms that are intrinsically fair, commercially
reasonable, and substantially similar to those that would be available on an
arms-length basis with third parties, and transact all business with its
Certificateholders and or their affiliates pursuant to written, enforceable
agreements with pricing and material terms established at the inception that
will not be amendable except with written consent of each of the parties to the
agreement).


 


(xviii)                   The
Trust shall maintain adequate capital for the normal obligations reasonably
foreseeable for the size and character of the activities of the Trust and in
light of its proposed operations and liabilities (provided that this clause
shall not be deemed a commitment by any Certificateholder to deposit additional
amounts into the Trust).


 


(xix)                           The
Trust shall not enter into any agreements, written or otherwise, pursuant to
which the Certificateholder agrees to extend credit or make payment or
contributions to or for or assume, guaranty or otherwise be obligated for the
payment or performance of the Trust; provided, however, that any
Certificateholder may make any deposit to the Trust that such Certificateholder
determines to be in the Certificateholder’s best interest).


 


Section
2.10.  Appointment of Delaware
Trustee.  The Certificateholders hereby appoint the
Delaware Trustee as trustee of the Trust effective as of the date hereof, to
have all of the rights, powers, authority, authorization and duties set forth
herein and in the Trust Statute.


 


11

















 


Section
2.11.  Federal Income Tax
Allocations.  Net income of the Trust for any period, as
determined for federal income tax purposes (and each item of income, gain, loss
and deduction entering into the computation thereof), shall be allocated to the
Certificateholders on a pro rata basis in accordance with their respective
Percentage Interests.


 


Section
2.12.  Limitations on
Certificateholders.  Each Certificateholder by accepting an
interest in the Trust agrees that it will not enter into any agreements,
written or otherwise, between the Certificateholder and the Trust or any other
party (other than the obligations of the Certificateholder under
Sections 5.03, 6.08 and Article VII hereof) pursuant to which the
Certificateholder agrees to extend credit or make payment or contributions to
or for or assume, guaranty or otherwise be obligated for the payment or
performance of the Trust.  This provision
shall not prohibit any Certificateholder from making any capital contributions
to the Trust that such Certificateholder determines to be in the
Certificateholder’s best interest.


 


Section
2.13.  Administration. 
Unless and until otherwise notified in writing by the Required
Certificateholders, the Delaware Trustee is hereby authorized and directed to
take and receive instructions from the Administrator pursuant to the
Administration Agreement with respect to matters relating to the Trust to the
same extent and with the same effect and protection as if any such instructions
were received from the Required Certificateholders subject to the provisions
hereof.  The Administrator shall be
entitled to the Administration Fee for services provided pursuant to the
provisions hereof, which compensation is hereby acknowledged as reasonable
compensation by the Administrator and the Certificateholders.  The Administration Fee shall be payable
monthly as provided herein and in the Indenture.


 


Section
2.14.  Additional Contributions. 
Any Certificateholder may make an additional capital contribution (which
capital contribution may be made with funds advanced to the Certificateholder
from the Administrator) to the Trust to enable the Trust to carry out any
instructions of such Certificateholder that are permitted by the Transaction
Documents, including an optional capital contribution to enable the Trust to
effect a purchase of Notes.  If
such Certificateholder makes such a capital contribution, the Delaware Trustee
shall establish a separate trust account designated for the deposit of such
capital contributions.  If a
Certificateholder makes a capital contribution to enable the Trust to take any
action, any proceeds that result from such action in an amount up to the amount
of the capital contribution shall, if so directed by the Certificateholder, be
credited to such separate account and shall be distributed to the
Certificateholder that made such capital contribution.


 


Section
2.15.  Principal
Place of Business. 
The Trust shall maintain its principal place of business and chief
executive office in the State of Delaware.


 


Section
2.16.  Liability of the
Certificateholders and the Delaware Trustee.  To the fullest extent permitted by law, no
Certificateholder shall have any personal liability for any liability or
obligation of the Trust for any losses, claims, damages, liabilities and
expenses of the Trust.  The Delaware
Trustee shall not have any liability or obligation with respect to the
Certificateholders except as otherwise provided herein.


 


12

















 


ARTICLE III


 


TRUST CERTIFICATES AND TRANSFER OF
INTERESTS


 


Section
3.01.  Initial  Beneficial
Ownership. 
Upon the formation of the Trust by the contribution by the Sponsor
pursuant to Section 2.01 and until the issuance of Certificates, the Sponsor
shall be the sole beneficial owner of the Trust.


 


Section
3.02.  The Certificates.


 


(a)          The
Certificates are issuable in fully registered form in minimum Percentage
Interests of 10%.  Each Certificate
shall be substantially in the form set forth in Exhibit C to this Trust
Agreement.  All Certificates may have
set forth thereon such information, legends, and text as may be necessary or
appropriate to conform to any applicable rules and regulations of any
governmental authority or any usage or requirement of law with respect
thereto.  The Certificates shall be
executed on behalf of the Trust by manual or facsimile signature of an
Authorized Officer of the Delaware Trustee. 
Certificates bearing the manual or facsimile signatures of individuals
who were, at the time when such signatures shall have been affixed, authorized
to sign on behalf of the Delaware Trustee, shall be duly authorized, validly
issued and entitled to the benefits of this Trust Agreement, notwithstanding
that such individuals or any of them shall have ceased to be so authorized
prior to the authentication and delivery of such Certificates or did not hold
such offices at the date of authentication and delivery of such Certificates.


 


(b)         A
transferee of a Certificate shall become a Certificateholder and shall be
entitled to the rights and subject to the obligations of a Certificateholder
hereunder upon such transferee’s acceptance of a Certificate duly registered in
such transferee’s name pursuant to Section 3.04.


 


Section
3.03.  Authentication of Certificates. 
No Certificate shall entitle its Certificateholder to any benefit under
this Trust Agreement or be valid for any purpose unless there shall appear on
such Certificate a certificate of authentication substantially in the form set
forth in Exhibit C, executed by the Trust by manual signature of the
Delaware Trustee; such authentication shall constitute conclusive evidence that
such Certificate has been duly authenticated and delivered hereunder.  All Certificates shall be dated the date of
their authentication.


 


Section
3.04.  Registration of Transfer
and Exchange of Certificates.


 


(a)                                  The
Delaware Trustee shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 3.08, a Register in which, subject to such
reasonable regulations as it may prescribe, the Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided.


 


(b)         The
Certificates have not been and will not be registered under the Securities Act
and will not be listed on any exchange. 
No transfer of a Certificate shall be made unless such transfer is made
pursuant to an effective registration statement under the Securities Act and
any applicable state securities laws or is exempt from the registration 


 


13

















 


requirements under the Securities Act and such state
securities laws.  In the event that a
transfer is to be made in reliance upon an exemption from the Securities Act
and state securities laws, in order to assure compliance with the Securities
Act and such laws, the Certificateholder desiring to effect such transfer and
such Certificateholder’s prospective transferee shall each certify to the
Trust, the Delaware Trustee, the Administrator and the transferring
Certificateholder in writing the facts surrounding the transfer in
substantially the forms set forth in Exhibit D (the “Transferor Letter”) and
Exhibit E (the “Investment Letter”) or Exhibit F (the “Rule 144A Letter”), as
applicable.  Except in the case of a
transfer as to which the proposed transferee has provided a Rule 144A Letter
with respect to a Rule 144A transaction, there shall also be delivered to the
Trust an Opinion of Counsel to the effect that such transfer may be made
pursuant to an exemption from the Securities Act, which Opinion of Counsel
shall not be an expense of the Trust, the Delaware Trustee (unless it is the
transferee from whom such opinion is to be obtained) or of the Administrator.  Each Certificateholder of a Certificate
desiring to effect such a transfer shall, and does hereby agree to, indemnify
the Trust, the Delaware Trustee and the Administrator against any liability
that may result if the transfer is not so exempt or is not made in accordance
with federal and state securities laws.


 


(c)          No
transfer, sale, pledge or other disposition of the Certificates shall be made
unless prior to such transfer, sale, pledge or other disposition, the Trust
shall have received either (i) a representation letter from the transferee
of such Certificate, acceptable to and in form and substance satisfactory to
the Trust, to the effect that such a transferee is not an employee benefit plan
subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting
on behalf of any such plan or (ii) in the case of any Certificate
presented for registration in the name of an employee benefit plan subject to
ERISA or Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan or any other person acting on behalf
of any such plan, an Opinion of Counsel satisfactory to the Trust, the Delaware
Trustee and the Administrator to the effect that the purchase or holding of
such Certificate will not result in the Trust or the Trust Estate being deemed
to be “plan assets” and subject to the prohibited transaction provisions of
ERISA and the Code and will not subject the Trust, Delaware Trustee, the
Administrator or the transferring Certificateholder to any obligation in
addition to those undertaken in this Trust Agreement.  Notwithstanding anything else to the contrary herein, in the
event any purported transfer of any Certificate is made without delivery of the
representation letter referred to above, such representation shall be deemed to
have been made by the transferee by its acceptance of such Certificate.  In addition, any purported transfer of a
Certificate to or on behalf of an employee benefit plan subject to ERISA or to
the Code without the delivery to the Trust, the Delaware Trustee, and the
Administrator of an Opinion of Counsel as described above shall be void and of
no effect.  Any certificate or Opinion
of Counsel furnished pursuant to this Section 3.04 may be relied on
conclusively by the Trust, Delaware Trustee, the Administrator and the
transferring Certificateholder in determining whether the provisions hereof
have been complied with.


 


(d)         No
transfer shall be effective if immediately after such transfer there would be
more than one hundred Beneficial Owners of Certificates.  Any purported transfer in violation of the
provisions of this Section 3.04(d) shall be void ab initio and the Delaware 


 


14

















 


Trustee shall have no
liability in connection with a transfer in violation of the provisions of this
Section 3.04(d).


 


(e)          The
foregoing provisions shall not prevent the assignment by a Certificateholder of
all or any part of its right to receive distributions in respect of its
interest in its Certificate, but such assignment shall effect no change in
ownership of the Trust.


 


(f)            The
preparation and delivery of the certificate and opinions referred to in this
Section 3.04 shall not be an expense of the Trust, the Delaware Trustee or the
Administrator.


 


(g)         Upon
surrender for registration of transfer of any Certificate at the office or
agency maintained pursuant to Section 3.08, the Delaware Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations stating
the aggregate amount and Percentage Interest so transferred dated the date of
authentication by the Delaware Trustee. 
At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of authorized Percentage Interests and denominations of a
like aggregate amount upon surrender of the Certificates to be exchanged at the
office or agency maintained pursuant to Section 3.08.


 


(h)         Every
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory
to the Trust and duly executed by the Certificateholder or such
Certificateholder’s attorney duly authorized in writing.  Each Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Trust in accordance with its customary practice.


 


(i)             No
service charge shall be made for any registration of transfer or exchange of
Certificates, but the Trust or the Delaware Trustee may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.


 


(j)             Notwithstanding
any other provision herein or elsewhere, the Trust, the Delaware Trustee and
the Administrator (i) shall not have any obligation to determine whether
any transfer or exchange of a Certificate is permitted under or in accordance
with this Trust Agreement; (ii) shall not have any personal liability to
any person in connection with any transfer or exchange or proposed or purported
transfer or exchange (and/or registration thereof) that is not permitted under
or in accordance with this Trust Agreement; (iii) shall be entitled to
rely (and shall be fully justified and protected in so relying) on the Register
as to the identity of the Certificateholders and as to the Certificates and the
Percentage Interests and denominations thereof evidenced thereby.


 


(k)          Notwithstanding
anything contained herein to the contrary, the Delaware Trustee shall not be
responsible for ascertaining whether any transfer complies with the
registration provisions or exemptions from the Securities Act of 1933, as
amended, the 


 


15

















 


Securities Act of 1934, as amended, applicable state
securities law or the Investment Company Act; provided, however,
that if a certificate is specifically required to be delivered to the Delaware
Trustee by a purchaser or transferee of a Certificate, the Delaware Trustee
shall be under a duty to examine the same to determine whether it conforms to
the requirements of this Trust Agreement and shall promptly notify the party
delivering the same if such certificate does not so conform.


 


Section
3.05.  Mutilated, Destroyed, Lost
or Stolen Certificates.  If (i) any mutilated
Certificate is surrendered to the Trust and the Registrar or the Trust receives
evidence to its satisfaction of the destruction, loss or theft of the
Certificate, and (ii) there is delivered to the Registrar, the Trust, the
Delaware Trustee and the Administrator such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Registrar or the Trust that the Certificate has been acquired by a protected
purchaser, the Delaware Trustee shall execute and the Delaware Trustee or the
Registrar shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like tenor, amount and Percentage Interest but bearing a number not
contemporaneously outstanding.  Upon the
issuance of any new Certificate under this Section 3.05, the Trust or the
Delaware Trustee may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any
transfer or exchange of the Certificate and any other reasonable expenses
(including the reasonable fees and expenses of the Trust, Delaware Trustee, the
Administrator and the Registrar) connected therewith.  Any duplicate Certificate issued pursuant to this Section 3.05
shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.


 


Section
3.06.  Persons Deemed Owners. 
Prior to due presentation of a Certificate for registration of transfer,
the Trust, Delaware Trustee, the Administrator and the Registrar may treat the
Person in whose name any Certificate is registered in the Register as the owner
of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01(b) and for all other purposes whatsoever, and none of the
Trust, Delaware Trustee, the Administrator or the Registrar shall be bound by
any notice to the contrary.


 


Section
3.07.  Access to List of
Certificateholders’ Names and Addresses.  The Trust shall furnish or cause to be furnished to the
Administrator or a Certificateholder, within 15 days after receipt by the
Delaware Trustee of a written request therefor from the Administrator or the
Certificateholder, a list, in such form as the Administrator or the
Certificateholder may reasonably require, of the names and addresses of the
Certificateholders then registered in the Register as the owner of
Certificates.  Each Certificateholder,
by receiving and holding a Certificate, shall be deemed to have agreed not to
hold any of the other Certificateholders, the Trust, the Delaware Trustee, the
Administrator, or the Registrar accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was
derived.


 


Section
3.08.  Maintenance of Office or Agency. 
The Trust will maintain an office or agency in Wilmington, Delaware
where Certificates may be surrendered for registration of transfer or
exchange.  The Trust will maintain an
office at the address stated in Section 10.05 


 


16

















 


hereof where notices and
demands to or upon the Trust, the Delaware Trustee, the Administrator, and the
Registrar in respect of this Trust Agreement may be served.


 


Section
3.09.  Terms of Certificates Binding. 
Each Certificateholder, by assenting to the acquisition by it of a
Certificate, agrees to be bound by the terms and conditions of the Certificates
and of this Trust Agreement, including any supplements or amendments thereto or
hereto, and to perform the obligations of a Certificateholder as set forth
therein or herein, in all respects as if it were a signatory hereto.  This undertaking is made for the benefit of
the Trust, the Delaware Trustee, the Administrator, the Registrar, and all
other Certificateholders, if any.


 


ARTICLE IV


 


DISTRIBUTIONS AND PAYMENTS


 


Section
4.01.  Distribution of Payments.


 


(a)          Until
the Trust shall have received written notice from the Indenture Trustee that
the Indenture shall have been discharged pursuant to its terms, all revenues
and receipts of any kind whatsoever generated by, remitted in respect of or
relating to the Trust Estate and other payments and receipts of any kind with
respect to the Trust Estate or otherwise included in the Trust Estate shall, if
received directly by the Delaware Trustee, forthwith after receipt, be paid
over by the Delaware Trustee to the Indenture Trustee without deduction,
set-off or adjustment of any kind for distribution in accordance with the
provisions of the Indenture; provided, that neither the making of such payments
to, nor the receipt of such payments by, the Indenture Trustee or any other
person shall ever be deemed to constitute the Indenture Trustee or any such
person as an income beneficiary hereunder, it being understood that all such
payments will be made pursuant to contractual obligations under the Indenture;
and provided, further, that the Delaware Trustee shall not be required to turn
over any such amounts received from the Trustee, or received on account of any
amounts referred to in clause first of Section 4.01(b) hereof or
Article VII.


 


(b)                                 Except
as otherwise provided in paragraph (a) of this Section, (i) all payments
and amounts actually received by or on behalf of the Delaware Trustee from the
Trust Estate sources pursuant to the Indenture and (ii) all other
revenues, receipts and other payments of any kind whatsoever generated by, remitted
or received in respect of or relating to the Trust Estate or otherwise included
in the Trust Estate and not pledged or required to be pledged pursuant to the
Indenture or released from the lien of the Indenture (all to the extent not
previously distributed) (collectively, the “Payments”), each to the extent
received by or on behalf of the Delaware Trustee, shall be distributed
forthwith upon receipt by the Delaware Trustee in the following order of
priority: first,
so much of such Payments as shall be required to pay or reimburse the Trust
Company and the Delaware Trustee for any fees, expenses, indemnities or other
amounts not otherwise paid or reimbursed to the Trust Company or the Delaware
Trustee pursuant to the Indenture or otherwise as to which such Person is
entitled to be paid or reimbursed hereunder shall be retained by the Delaware
Trustee; second,
so much of the remainder of such Payments as shall be required to pay or
reimburse the Administrator in performing its responsibilities 


 


17

















 


hereunder and under the
Administration Agreement for any Administration Fee, expenses, indemnities or
other amounts not otherwise paid or reimbursed to the Administrator pursuant to
the Indenture or otherwise as to which such Person is entitled to be paid or
reimbursed shall be paid or reimbursed to the Administrator; and third,
the balance, if any, of such Payment or amount remaining thereafter shall be
promptly distributed to the Certificateholders, pro rata based on their respective
Percentage Interests, without deduction, set-off or adjustment of any kind;
provided, that neither the making of such Payments to, nor the receipt of such
Payments by, a Certificateholder or any other Person shall ever be deemed to
constitute a Certificateholder or any such Person as an income beneficiary
hereunder, and provided further, that the Delaware Trustee shall not be
required to turn over any such Payment as compensation or reimbursement of
expenses.


 


Section
4.02.  Payments From Trust Estate
Only.  All payments to be made by the
Delaware Trustee under this Trust Agreement or by the Trust (other than
payments made pursuant to Sections 2.05(a)(ix), 2.12 and 2.14 with funds to be
provided by a Certificateholder) shall be made only from the Trust Estate and
the income and proceeds from or related to the Trust Estate and only to the
extent that Delaware Trustee shall have actually received such income or
proceeds from the Trust Estate and such proceeds are not required to be
remitted to the Indenture Trustee pursuant to Section 4.01(a) hereof or the
Indenture.  Each Certificateholder
agrees that it will look solely to the Trust Estate to the extent available for
payment as herein provided and that, except as specifically provided in Section
6.01 hereof, the Trust Company shall not be liable in its individual capacity
to any Certificateholder for any amounts payable under this Trust Agreement and
shall not be subject to any liability in its individual capacity under this
Trust Agreement.  This Section is
intended solely to limit the liability of the Delaware Trustee and shall have
no effect on the obligations of the Certificateholders under this Trust
Agreement.  This Section 4.02 does not
limit the liability of the Delaware Trustee set forth in Section 6.01
hereof.


 


Section
4.03.  Method of Payment.  Unless
otherwise directed by a Certificateholder, all amounts payable to the
Certificateholder pursuant to this Trust Agreement shall be paid to it in
immediately available funds by transfer to a banking institution with bank wire
transfer facilities for the account of the Certificateholder, as the Delaware
Trustee may be instructed from time to time in writing by the
Certificateholder.


 


Section
4.04.  Trust Payment Date
Statement.


 


(a)          Based
on the reports received by the Delaware Trustee pursuant to the Indenture, the
Delaware Trustee, or the Administrator if requested by the Delaware Trustee
pursuant to the Administration Agreement, shall prepare, or shall cause to be
prepared for each payment or distribution made to the Delaware Trustee,
Administrator, or Certificateholders pursuant to Section 4.01(b) a
statement substantially in the form of Exhibit B attached hereto (the
“Trust Payment Date Statement”).  In
connection with any payments or distributions to the Delaware Trustee, the
Administrator or the Certificateholders pursuant to Section 4.01(b), the
Delaware Trustee, or the Administrator if requested by the Delaware Trustee
pursuant to the Administration Agreement, shall deliver the Trust Payment Date
Statement to each Certificateholder or 


 


18

















 


as instructed by the Certificateholder in a written
Notice to the Delaware Trustee and the Administrator.


 


(b)                                 The
Delaware Trustee makes no representations or warranties as to the accuracy of
the information contained in the reports generated by the Trust or the
Administrator pursuant to the Indenture or, to the extent that the Trust
Payment Date Statement contains or relies upon information provided by the reports
provided by the Trust or the Administrator pursuant to the Indenture, the Trust
Payment Date Statement.  The Delaware
Trustee shall not be bound to make any investigation as to the facts stated in
the reports provided by the Trust pursuant to the Indenture, and may rely upon
each of the reports provided by the Trust pursuant to the Indenture delivered
to it by or on behalf of the Trustee.


 


ARTICLE V


 


DUTIES OF DELAWARE TRUSTEE


 


Section
5.01.  Notice of Default.  In the event
the Delaware Trustee shall have actual knowledge of an Event of Default under
the Indenture, the Delaware Trustee shall give prompt telephonic notice (to the
extent telephone numbers are on file with the Delaware Trustee) followed by, or
in the alternative, written notice by facsimile or overnight courier for
receipt within 48 hours of discovery thereof to the Sponsor and the Indenture
Trustee.  Subject to the terms of
Section 5.03 hereof, the Delaware Trustee shall take or refrain from
taking such action as the Delaware Trustee shall be instructed in writing by
the Required Certificateholders.  If the
Delaware Trustee shall not have received such instructions within 20 days after
giving written notice of such event to the Certificateholders (or within such
shorter period of time as may be specified in such notice or required under the
circumstances), the Delaware Trustee, subject to instructions subsequently
received from the Required Certificateholders pursuant to the preceding
sentence, may, but shall be under no duty to, take or refrain from taking any
action with respect thereto as the Delaware Trustee shall deem advisable and in
the best interests of the Certificateholders and shall not have liability to
any Person for any action or inaction. 
For all purposes of this Trust Agreement, in the absence of actual
knowledge of an officer of the Delaware Trustee at its address specified in
Section 10.05 hereof, the Delaware Trustee shall not be deemed to have
knowledge of any event referred to in the first sentence of this Section unless
it receives written notice thereof from a Certificateholder or the Indenture
Trustee.


 


Section
5.02.  Action Upon Instruction.


 


(a)          Whenever
the Delaware Trustee is (i) unable to decide between alternative courses
of action permitted or required by the terms of this Trust Agreement or under
any Transaction Document, (ii) unsure as to the application of any
provision of this Trust Agreement or any Transaction Document or any such
provision is ambiguous as to its application, or is, or appears to be, in conflict
with any other applicable provision or (iii) in the event that this Trust
Agreement permits any determination by the Delaware Trustee or is silent or is
incomplete as to the course of action that the Delaware Trustee is required to
take with respect to a particular set of facts, the Delaware Trustee may give
Notice (in such form as shall be appropriate under the circumstances) to the 


 


19

















 


Certificateholders and the Administrator requesting
instruction and, to the extent that the Delaware Trustee acts or refrains from
acting in good faith in accordance with any such instruction received from the
Required Certificateholders or the Administrator, the Delaware Trustee shall
not be liable, on account of such action or inaction, to any Person.  If the Delaware Trustee shall not have
received appropriate instruction within 10 days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Agreement or the
Transaction Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall not have liability to any Person for such action
or inaction.


 


(b)                                 Notwithstanding
anything in this Trust Agreement to the contrary, neither the Delaware Trustee
nor any of its respective agents, shall be required to take or refrain from
taking any action under this Trust Agreement, the Transaction Documents or any
other agreement, or exercise any of their respective rights and powers, if the
Delaware Trustee shall reasonably determine (without any obligation to make any
such determination), or shall have been advised by counsel, that such action or
inaction (i) is contrary to the terms of this Trust Agreement, the terms of the
Transaction Documents or any other agreement to which the Delaware Trustee or
the Trust is a party, (ii) is likely to result in a breach of its duties
hereunder or those of the Trust Company, (iii) to the actual knowledge of an
officer of the Delaware Trustee that is responsible for the administration of
the Trust, would adversely affect the tax status of the Trust, or (iv) is
otherwise contrary to applicable law.


 


(c)                                  The
Delaware Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its respective
duties hereunder, or in the exercise of any of its respective rights or powers,
if there is reasonable ground for believing that the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
the Delaware Trustee and none of the provisions contained in this Trust
Agreement shall in any event require the Delaware Trustee to perform, or be
responsible for the manner of performance of, any of the obligations of any
other party under this Trust Agreement.


 


(d)                                 Subject
to the terms of Sections 5.01, 5.03 and 5.06 hereof and the Administration
Agreement, the Required Certificateholders or the Administrator may by written
instruction direct the Delaware Trustee in the management of the Trust.  Such direction may be exercised at any time
by written instruction of the Required Certificateholders or the
Administrator.  Prior to taking any
action on behalf of the Trust under this Trust Agreement or the Transaction
Documents, the Delaware Trustee may request and, if so requested, shall receive
written instructions of the Required Certificateholders or the Administrator
specifying the manner in which the Delaware Trustee shall take such
action.  The Delaware Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the instructions of such Required Certificateholders or the Administrator.


 


(e)                                  The
Certificateholders agree to not provide any direction to the Delaware Trustee
to take any action that is contrary to the terms of this Trust Agreement, the 


 


20

















 


Transaction Documents, any other agreements to which
the Delaware Trustee or the Trust is a party, or is otherwise contrary to
applicable law.


 


(f)                                    The
Delaware Trustee shall not have the power, except upon the direction of each
Certificateholder, to (a) remove or replace the Eligible Lender Trustee,
any Servicer, the Administrator or any other administrator or (b) except
as expressly provided in the Transaction Documents, sell the Financed Student
Loans after the termination of the Indenture. 
The Delaware Trustee shall take the actions referred to in the preceding
sentence only upon written instructions signed by the Certificateholders.


 


Section
5.03.  Indemnification.  The Delaware
Trustee shall not be required to take or refrain from taking any action under
this Trust Agreement, the Transaction Documents or any other agreement (other
than the actions specified in the first sentence of Section 5.01 hereof) if the
Delaware Trustee shall reasonably determine, or shall have been advised by
counsel, that such actions may result in personal liability of the Trust
Company or require it to risk or advance its own funds unless the Trust Company
and the Delaware Trustee shall have been indemnified by Certificateholders, in
manner and form reasonably satisfactory to the Trust Company and the Delaware
Trustee, against any liability, fee, cost or expense (including reasonable
legal fees and expenses) which may be incurred or charged in connection
therewith; and if the Required Certificateholders shall have directed the
Delaware Trustee to take or refrain from taking any such action, the
Certificateholders so directing the Delaware Trustee agree to furnish such
indemnity as shall be required and, in addition, to the extent not otherwise
paid pursuant to the provisions of this Trust Agreement, to pay the reasonable
compensation of the Delaware Trustee for the services performed or to be
performed by it pursuant to such direction.


 


Section
5.04.  No Duties Except as
Specified in Transaction Documents.  The Delaware Trustee shall have no duty or
obligation to manage, control, use, make any payment in respect of, register,
record, sell, dispose of or otherwise deal with any of the Trust Estate, or
otherwise to take or refrain from taking any action as Delaware Trustee or on
behalf of the Trust whatsoever under or in connection with this Trust Agreement
or the Transaction Documents except as (i) expressly provided by the terms
hereof or (ii) to the extent not so provided, as expressly provided in written
instructions received pursuant to Section 5.01 or 5.02 hereof; and no implied
duties or obligations shall be read into this Trust Agreement against the
Delaware Trustee.  The Delaware Trustee
shall not in any instance have any duty to inspect any of the Trust Estate or
any records pertaining thereto.


 


Section
5.05.  No Action Except Under
Specified Documents or Instructions.  The Delaware
Trustee shall have no authority to manage, control, use, make any payment in
respect of, register, record, sell, dispose of or otherwise deal with any part
of the Trust Estate except (i) as required by the terms of this Trust
Agreement, (ii) in accordance with the powers granted to or the authority
conferred upon the Delaware Trustee pursuant to this Trust Agreement, or
(iii) in accordance with the express terms hereof or written instructions
received pursuant to Section 5.01 or 5.02 hereof.


 


Section
5.06.  Action by
Certificateholders with Respect to Bankruptcy.  The Delaware Trustee shall not follow any
direction of the Certificateholders to take any Bankruptcy Action.  The consent of the Delaware Trustee shall be
required prior to the commencement by 


 


21

















 


the Trust of any
Bankruptcy Action.  To the fullest
extent permitted by applicable law, the Delaware Trustee shall not be required
to consent to the commencement by the Trust of any Bankruptcy Action unless it
has received a certificate signed by a nationally recognized accounting firm
(the “Accountant’s Certificate”) certifying that such accounting firm reasonably
believes that the Trust is insolvent. 
The Delaware Trustee may conclusively rely upon the Accountant’s
Certificate.


 


Section
5.07.  Discharge of Liens. 
Notwithstanding anything in this Trust Agreement to the contrary, the
Delaware Trustee agrees that it will, at its own cost and expense (and not at
the expense of the Trust), promptly take all action as may be necessary to
discharge any liens on any part of the Trust Estate which are attributable to
actions by or claims against the Trust Company that are not related to the
ownership of the Trust Estate or the administration of the Trust Estate or the
transactions contemplated by this Trust Agreement.


 


ARTICLE VI


 


DELAWARE TRUSTEE


 


Section
6.01.  Acceptance of Trusts and Duties.  The
Trust Company accepts the trusts hereby created and agrees to perform the same
but only upon the terms of this Trust Agreement.  The Delaware Trustee is authorized and directed to execute and
deliver the Transaction Documents to which the Trust is to be party and each certificate
or other document attached as an exhibit to or contemplated by the Transaction
Documents to which the Trust is to be a party, as evidenced conclusively by the
Delaware Trustee’s execution thereof. 
In addition to the foregoing, the Delaware Trustee is authorized, but
shall not be obligated, to take all actions required of the Trust pursuant to
the Transaction Documents.  Subject to
Sections 2.09 and 5.06, the Delaware Trustee is further authorized from time to
time to take such action as the Required Certificateholders instruct in writing
with respect to the Transaction Documents. 
The Delaware Trustee declares that it shall hold the Trust Estate, and
all amounts received by it thereunder and hereunder in trust, upon the terms
herein set forth, on behalf of the Trust for the use and benefit of all present
and future Certificateholders.  The
Delaware Trustee also agrees to receive and disburse all money actually
received by it constituting part of the Trust Estate upon the terms
hereof.  Notwithstanding anything in
this Trust Agreement to the contrary, the Trust Company shall not be liable,
answerable or accountable in its individual capacity to any Person under any
circumstances, except that such limitation shall not limit the liability, if
any, of the Trust Company to the Certificateholders (i) for the Trust
Company’s own willful misconduct, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of its offices hereunder or the
willful misconduct, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of its offices hereunder performed through its
agent not appointed with due care, (ii) in the case of the inaccuracy of
any of the Trust Company’s representations or warranties contained in Section
6.03 hereof, (iii) for taxes, fees or other charges on, based on or
measured by any fees, commissions or compensation received by it for acting as
Delaware Trustee in connection with any of the transactions contemplated by
this Trust Agreement or any other agreement contemplated by this Trust
Agreement, or (iv) the failure to use ordinary care to disburse in
accordance with the terms hereof money actually received by it.  In particular, but not by way of limitation:


 


22

















 


(a)                                  the
Trust Company shall not be liable for any error of judgment made in good faith
by any officer of the Delaware Trustee;


 


(b)                                 under
no circumstances shall the Trust Company be personally liable hereunder for any
indebtedness of the Trust;


 


(c)                                  the
Trust Company shall not be personally liable for the payment of any tax imposed
on the Trust or amounts that are includable in the federal gross income of the
Certificateholders


 


(d)                                 no
provision of this Trust Agreement shall require the Trust Company to expend or
risk funds or otherwise incur any financial liability in the performance of any
of the Delaware Trustee’s duties or powers hereunder, if the Trust Company
believes or is advised by its legal counsel that repayment of such funds or
adequate indemnity against such risk or liability is not assured or provided to
its reasonable satisfaction;


 


(e)                                  under
no circumstance shall the Trust Company be liable for any representation,
warranty, covenant, or obligation or indebtedness of the Trust hereunder or
under the Transaction Documents or any other agreement, document or certificate
contemplated by the foregoing;


 


(f)                                    the
Trust Company shall not be liable with respect to any action taken or omitted
to be taken by the Administrator and the Trust Company shall not be liable for
performing or supervising the performance of any obligations or duties under
this Trust Agreement, the Administration Agreement or the Indenture, or under
any other document contemplated hereby or thereby, which are to be performed by
the Administrator or any other Person under such documents;


 


(g)                                 the
Trust Company shall not be responsible for or in respect of the recitals
herein, the validity or sufficiency of this Trust Agreement, or for the due
execution hereof by the Sponsor or the Administrator or for the form,
character, genuineness, sufficiency, value or validity of any of the Trust
Estate or for or in respect of the validity or sufficiency of the Indenture or
any other document contemplated thereby to which the Trust Company is not a
party, and the Trust Company shall in no event assume or incur any liability,
duty or obligation to the Trustee, the Certificateholders, or the Administrator
other than is expressly provided for herein;


 


(h)                                 notwithstanding
anything contained herein or in any of the Transaction Documents to the
contrary, neither the Trust Company nor the Delaware Trustee shall be required
to take any action in any jurisdiction other than in the State of Delaware if
the taking of such action will (i) require the consent or approval or
authorization or order of or the giving of notice to, or the registration with
or taking of any action in respect of, any state or other governmental
authority or agency of any jurisdiction other than the State of Delaware; (ii)
result in any fee, tax or other governmental charge under the laws of any
jurisdiction or any political subdivisions thereof in existence on the date
hereof other than the State of Delaware becoming payable by the Trust Company;
or (iii) subject the Trust Company to personal jurisdiction in any jurisdiction
other than the State of Delaware for 


 


23

















 


causes of action arising from acts unrelated to the
consummation of the transactions by the Trust Company or the Delaware Trustee,
as the case may be, contemplated hereby;


 


(i)                                     no
provision of this Trust Agreement shall require the Trust Company to monitor or
otherwise supervise the actions or inactions of or the performance by the
Administrator or any sub-administrators;


 


(j)                                     the
Delaware Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the other Transaction Documents to the
extent the Administrator or any other administrator has agreed in the
Administration Agreement or the related administration agreement, as
applicable, to perform any act or to discharge any duty of the Delaware Trustee
hereunder or under any other Transaction Document, and the Delaware Trustee
shall not be held liable for the default or failure of the Administrator or any
other administrator to carry out its obligations under the Administration
Agreement or related administration agreement, as applicable;


 


(k)                                  the
Delaware Trustee shall have no obligation to administer, service or collect the
Financed Student Loans or to maintain, monitor or otherwise supervise the
administration, servicing or collection of the Financed Student Loans;


 


(l)                                     notwithstanding
anything contained herein to the contrary, any funds and assets held by the
Delaware Trustee on behalf of the Trust hereunder may be maintained and
accounted for in the record-keeping and asset custody systems utilized by the
Trust Company on behalf of the Delaware Trustee; and


 


(m)                               Notwithstanding
anything to the contrary herein or in any Transaction Document or other
document, the Delaware Trustee shall not be required to execute, deliver or
certify on behalf of the Delaware Trustee, the Trust or any other Person any
filings, certificates, affidavits or other instruments required by the SEC or
required under the Sarbanes-Oxley Act of 2002. 
Notwithstanding any Person’s right to instruct the Delaware Trustee,
neither the Delaware Trustee nor any agent, employee, director or officer of
the Delaware Trustee shall have any obligation to execute any certificates or
other documents required by the SEC or required pursuant to the Sarbanes-Oxley
Act of 2002 or the rules and regulations promulgated thereunder, and the
refusal to comply with any such instructions shall not constitute a default or
breech under any Transaction Document.


 


Section 6.02.   Furnishing of Documents.  The Delaware Trustee will furnish to the
Certificateholders, promptly upon receipt, duplicates or copies of all reports,
notices, requests, demands, certificates, financial statements and any other
writings furnished to the Delaware Trustee. 
The Delaware Trustee shall have no duty or obligation to examine or
review such items received by it.


 


Section 6.03.  No Representations or Warranties as to
Trust Estate.  Neither the Trust Company nor the Delaware
Trustee makes (i) any representation or warranty as to the title, value or
merchantability of the Trust Estate or any other representation or warranty,
express or implied, with respect to the Trust Estate whatsoever, and (ii) any
representation or warranty as to the


 


24

















 


validity or enforceability of the Transaction Documents or any other
agreement contemplated by any of the foregoing, or as to the correctness of any
statement contained in any thereof, except that the Trust Company represents
and warrants to the Certificateholders and the Administrator that this Trust
Agreement and, assuming that this Trust Agreement has been duly authorized,
executed and delivered by the Sponsor and the Administrator, each of the
Transaction Documents and each other document which contemplates execution
thereof by the Delaware Trustee on behalf of the Trust has been or will be
executed and delivered by its officers who are or will be duly authorized to execute
and deliver such document on its behalf, and that under Delaware law (excluding
Delaware securities laws), this Trust Agreement constitutes the legal, valid
and binding obligation of the Trust Company, enforceable against the Trust
Company in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting the
enforcement of creditors’ rights generally and to general principles of equity.


 


Section 6.04.   No Segregation of Moneys; No Interest.  Except as otherwise provided herein or in
written instructions from the Required Certificateholders, moneys received by
the Delaware Trustee hereunder need not be segregated in any manner, except to
the extent required by applicable law and Section 2.09 hereof, and may be
deposited under such general conditions as may be prescribed by law, and
neither the Trust Company nor the Delaware Trustee shall be liable for any
interest thereon.


 


Section 6.05.  Reliance; Advice of Counsel.  The Delaware Trustee shall not incur any
liability to anyone in acting in reliance upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion,
bond, direction or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties.  The Delaware Trustee may accept a copy of a
resolution of the board of directors or other governing body of any party,
certified by the secretary or a senior officer thereof, as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect.  As to any fact
or matter the manner of ascertainment of which is not specifically prescribed
herein, the Delaware Trustee may for all purposes hereof rely on a certificate
of the relevant person as to such fact or matter, and such certificate shall
constitute full protection to the Delaware Trustee for any action taken,
suffered or omitted by it in good faith in reliance thereon.  In the administration of the trusts created
hereby, the Delaware Trustee may execute any of the trusts or powers hereof and
perform any of its powers and duties, including, if applicable, the holding of
title to all or any part of the Trust Estate, hereunder directly or through agents
or attorneys and may consult with counsel, accountants and other skilled
persons, at the expense of the Trust, to be selected and employed by it, and
the Delaware Trustee shall not be liable for anything done, suffered or omitted
in good faith by it in accordance with the advice or opinion within the scope
of such person’s competence of any such counsel, accountants or other skilled
persons selected by it with due care.


 


Section 6.06.  Not Acting in Individual Capacity.  Except as otherwise provided in this
Article, in accepting the trusts hereby created, the Trust Company acts solely
as Delaware Trustee hereunder and not in its individual capacity, and all
persons having any claim against the Delaware Trustee by reason of the
transactions contemplated hereby and by the Indenture shall look only to the
Trust Estate (or a part thereof, as the case may be) for payment or
satisfaction thereof, but subject to the lien created by Indenture.


 


25

















 


Section 6.07.  Books and Records.  The Delaware Trustee shall be responsible
for the keeping of all customary and appropriate books and records relating to
the receipt and disbursement of all money which it may receive hereunder or
under any agreement contemplated hereby.


 


Section 6.08.  Tax Returns.  The Delaware Trustee is hereby advised that the
Certificateholders intend that as long as the Trust has a single
Certificateholder, the entity created under this Trust Agreement shall be
treated for purposes of federal income tax, state and local income and
franchise taxes, and any other taxes imposed on, measured by or based upon
gross or net income, as a disregarded entity separate from its owner.  However, if there is more than one Certificateholder,
the parties hereto intend that the entity created under this Trust Agreement
shall be treated as a partnership for federal income tax purposes.  The Trust shall, at the expense of the
Certificateholders pro rata based on their respective Percentage Interests,
shall cause a firm of independent public accountants selected by the
Administrator to prepare any tax returns or other forms certified by such
accounting firm to be all, to the best of such accounting firm’s knowledge, of
the tax returns or forms required to be filed by the Trust; the Delaware
Trustee shall cooperate with such accounting firm in providing any information
in its possession which is necessary or advisable in the preparation of such
tax returns and shall execute such tax returns presented to it in execution form
in a timely manner to enable the Certificateholders to timely file such tax
returns.  The Delaware Trustee in its
capacity as Delaware Trustee shall sign all appropriate federal returns
presented to it in execution form; provided, however, that the Trust shall send
a copy of any such return and related information to a Certificateholder at
such times as the Certificateholder may request.  In no event shall the Delaware Trustee be liable for any
liabilities, costs or expenses of the Trust, the Administrator, or the
Certificateholders arising out of the application of any tax law, including
federal, state, foreign or local income or excise taxes or any other tax
imposed on or measured by income (or any interest, penalty or addition with
respect thereto or arising from a failure to comply therewith) except for any
such liability, cost or expense attributable to any act or omission by the
Delaware Trustee, as the case may be, in breach of its obligations under this
Trust Agreement.  The Delaware Trustee
shall keep copies of all returns delivered to it or filed by it.  Any reports, returns, records, filings or
books, other than those customary books and records or any report or return
specifically referenced in this Section 6.08, shall be the sole responsibility
and obligation of the Administrator and the Certificateholders, and the
Delaware Trustee shall have no obligation or responsibility with respect
thereto.


 


ARTICLE VII



ASSUMPTION OF LIABILITY AND PAYMENT

FOR DELAWARE TRUSTEE


 


Section 7.01.  Compensation
and Expenses.  The Delaware Trustee
shall receive from the Trust as compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust) for its services hereunder such fees as may heretofore and from time to
time hereafter be agreed upon in a separate fee agreement between the Sponsor
and the Delaware Trustee.  The Delaware
Trustee shall be entitled to be reimbursed from the Payments for its reasonable
expenses hereunder, including, without limitation, the reasonable compensation,
expenses and disbursements of such agents, representatives, 


 


26

















 


accountants, experts and counsel as the Delaware Trustee may employ in
connection with the exercise and performance of its rights and duties under
this Trust Agreement, the Transaction Documents or any other agreement
contemplated by any of the foregoing, whether or not the transactions
contemplated hereby and thereby are consummated and to be paid as additional reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for any extraordinary
services rendered hereunder. Such compensation and reimbursement shall be paid
first by a transfer of funds from the Revenue Fund to the Operating Fund
pursuant to the Indenture to the extent and in the priority set forth in the
Indenture and then from the Payments as set forth in Section 4.01(b) hereof.


 


Section 7.02.  Indemnification.  The Trust agrees, to the fullest extent permitted by
applicable law, to assume liability for, and hereby indemnifies and holds
harmless the Trust Company, its officers, directors and employees and the
Delaware Trustee from and against any and all liabilities, obligations, losses,
damages, taxes, claims, actions, suits, costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature
whatsoever which may be imposed on, incurred by or asserted at any time against
the Trust Company, its officers, directors and employees or the Delaware
Trustee in any way relating to or arising out of the Trust Estate, any of the
properties included therein, the acceptance, termination or administration of
the Trust Estate or the Trust or any action or inaction of the Delaware Trustee
or the Trust hereunder or under the Transaction Documents or any other
agreement contemplated by any of the foregoing or any certificate of a
Certificateholder, except only that the Trust shall not be required so to assume
liability for any of the matters described in the seventh sentence of
Section 6.01 hereof and provided that the Trust and the Delaware Trustee
agree that such assumption of liability for liabilities, obligations, losses,
damages, taxes, claims, actions, such costs expenses or disbursements of any
kind shall be direct and primary and not that of a guarantor.  If any item assumed by the Trust under this
Section 7.02 is also subject to indemnification by another party to any of the
documents specifically referenced herein, the Trust Company or the Delaware
Trustee shall first make demand on such party for indemnification of any such
item but shall not be obligated to exhaust its remedies thereunder.  The indemnities contained in this Section
7.02 shall survive the resignation or removal of the Delaware Trustee and shall
survive the termination of the Trust and this Trust Agreement.  Such indemnification and reimbursement shall
be paid solely from the Payments as set forth in Section 4.01(b) hereof.


 


Section 7.03.   Certificateholders To Assume Liability.  To the extent not paid pursuant
to Section 4.01(b) and to the fullest extent permitted by applicable law,
the Certificateholders, pro rata based on their respective Percentage
Interests, shall pay or cause to be paid (or reimburse the Delaware Trustee
for) (a) all reasonable fees and expenses of the Delaware Trustee
hereunder, including, without limitation, the reasonable compensation, expenses
and disbursements of such agents, representatives, accountants, experts and
counsel as the Delaware Trustee may employ in connection with the exercise and
performance of its rights and duties under this Trust Agreement, the
Transaction Documents or any other agreement contemplated by any of the
foregoing, whether or not the transactions contemplated hereby and thereby are
consummated and (b) all amounts required to be paid by Section 7.02
and not paid by the Trust. The liabilities and indemnities contained in this
Section 7.03 are for the benefit of the Trust Company, in its individual
capacity and its officers, directors and employees and shall not be construed
as imposing any liabilities on any Certificateholder or any affiliate thereof
for any 


 


27

















 


expense or liability of the Trust to third parties.  Neither the Certificateholders nor the
Administrator shall have liabilities for the expenses and liabilities of the
Trust (except as otherwise provided in this Trust Agreement with respect to the
Trust Company, in its individual capacity) and all such expenses and
liabilities shall be payable solely from the Trust Estate.  Indemnification under this Article VII shall
survive the resignation of the Delaware Trustee or the termination of this
Trust Agreement.


 


ARTICLE VIII



TERMINATION OF INDENTURE


 


Section 8.01.   Termination in General.  After the
termination of the Indenture in accordance with its terms, this Trust Agreement
and the Trust shall terminate and be of no further force or effect upon the
final distribution by the Delaware Trustee of all monies or other property or
proceeds of the Trust Estate in accordance with the terms of this Trust
Agreement.  The bankruptcy, liquidation,
dissolution, death or incapacity of any Certificateholder shall not
(a) operate to terminate this Trust Agreement or the Trust,
(b) entitle such Certificateholder’s legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court for
partition or winding up of all or any part of the Trust or the Trust Estate or (c) otherwise
affect the rights, obligations and liabilities of the parties hereto.  Subject to Section 8.02, none of the
Certificateholders shall be entitled to revoke or terminate the Trust.


 


Section
8.02.  Termination at Option of
Certificateholders.  Notwithstanding
Section 8.01 hereof, the Trust shall dissolve and the remaining assets of
the Trust shall be distributed to the Certificateholders pro rata in accordance
with their respective Percentage Interests and the Trust Statute, and this
Trust Agreement shall be of no further force and effect, upon the election of
all of the Certificateholders by written notice to the Delaware Trustee, if
such notice shall be accompanied by the written agreement (in form and
substance satisfactory to the Delaware Trustee) of all of the
Certificateholders assuming all the obligations of the Trust and the Delaware
Trustee and releasing the Delaware Trustee therefrom; provided, however, that
until the termination of the Indenture in accordance with its terms and full and
final payment of all Obligations outstanding thereunder, the Certificateholders
may not so terminate this Trust Agreement or the Trust.


 


Section 8.03.  Termination.  Upon the completion of winding up of the
Trust, including the payment or the making reasonable provision for payment of
all obligations of the Trust in accordance with Section 3808(e) of the
Trust Statute, the Delaware Trustee shall file a certificate of cancellation
with the Delaware Secretary of State in accordance with Section 3810 of
the Trust Statute, at which time the Trust and this Agreement (other than
Article VII) shall terminate.  The
Administrator shall act as the liquidator of the Trust and shall be responsible
for directing the Delaware Trustee to take all required actions in connection
with winding up the Trust.


 


28

















 


ARTICLE IX



SUCCESSOR DELAWARE TRUSTEES,
CO-DELAWARE TRUSTEES

AND SEPARATE DELAWARE TRUSTEES


 


Section 9.01.   Resignation and Successors.  The Delaware Trustee or
any successor may resign at any time without cause by giving at least 60 days’
prior written notice to the Certificateholders.  The Required Certificateholders, may at any time remove the
Delaware Trustee without cause by written notice to the Delaware Trustee, any
such resignation or removal to be effective upon the acceptance of appointment
by a successor Delaware Trustee as hereinafter provided.  In the event of the resignation or removal
of the Delaware Trustee, the Required Certificateholders shall appoint a successor
by written instrument.  If a successor
Delaware Trustee shall not have been appointed within 60 days after the giving
of such notice, the Delaware Trustee or the Required Certificateholders may
apply to any court of competent jurisdiction in the United States to appoint a
successor Delaware Trustee to act until such time, if any, as a successor shall
have been appointed as provided above. 
Any successor so appointed by such court shall immediately and without
further act be superseded by any successor by the Required
Certificateholders.  Any successor,
however appointed, shall execute and deliver to its predecessor Delaware
Trustee an instrument accepting such appointment, and thereupon such successor,
without further act, shall become vested with all the estates, properties,
rights, powers, duties and trusts of the predecessor Delaware Trustee in the
trusts hereunder with like effect as if originally named “Delaware Trustee”
herein; but upon the written request of such successor, and upon payment to the
predecessor Delaware Trustee of all amounts due to it under this Trust
Agreement, such predecessor shall execute and deliver an instrument
transferring to such successor, upon the trusts herein expressed, all the
estates, properties, rights, powers, duties and trusts of such predecessor, and
such predecessor shall duly assign, transfer, deliver and pay over to such
successor all moneys or other property then held by such predecessor upon the
trusts herein expressed.  Any right of
the Certificateholders against the predecessor Delaware Trustee, in its
individual capacity, shall not be prejudiced by the appointment of any
successor Delaware Trustee and shall survive the termination of the trusts
created hereby.  Any successor, however
appointed, shall be a bank or a trust company incorporated or organized and
doing business within the United States of America that is an Independent
Trustee and either (a) having a combined capital and surplus of at least
$50,000,000 and being subject to supervision or examination by federal banking
authorities and (b) having (or having its obligations hereunder guaranteed
by a trust company that has) a long-term unsecured debt rating of at least BBB-
by Standard & Poor’s, Baa3 by Moody’s or at least the equivalent rating from
another nationally recognized statistical rating organization, if there is such
an institution willing, able and legally qualified to perform the duties of the
Delaware Trustee hereunder upon reasonable or customary terms.  Any corporation into which the Delaware
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Delaware Trustee shall be a party, or any corporation to which substantially
all the corporate trust business of the Delaware Trustee may be transferred,
shall, subject to the preceding sentence, be the “Delaware Trustee” under this
Trust Agreement without further act. 
Any successor Delaware Trustee, however appointed, shall be competent and
qualified to (i) serve as a trustee of a Delaware statutory trust,
(ii) take all action required by the Delaware Trustee pursuant to the
Transaction Documents, this Trust Agreement and any other agreement
contemplated by any of the foregoing, and (iii) until termination of the
Indenture in 


 


29

















 


accordance with its terms, be an Independent Trustee.  There shall be at all times at least one
“Delaware Trustee” that meets the requirements of the laws of the State of
Delaware. Notwithstanding anything herein to the contrary, the resignation or
removal of the Delaware Trustee shall not be effective unless and until the
Required Certificateholders appoint a successor Delaware Trustee meeting the
requirements specified above.


 


Section 9.02.   Co-Trustees and Separate Trustees.  Whenever the Delaware Trustee or the Required Certificateholders
shall deem it necessary or prudent in order either to conform to any law of any
jurisdiction in which all or any part of the Trust Estate shall be situated or
to make any claim or bring any suit with respect to the Trust Estate or the
Indenture, or the Delaware Trustee or the Required Certificateholders shall be
advised by counsel satisfactory to it or them that it is so necessary or
prudent, the Delaware Trustee and the Certificateholders shall execute and
deliver an agreement supplemental hereto and all other instruments and
agreements, and shall take all other action, necessary or proper to constitute
one or more persons (and the Delaware Trustee may appoint one or more of its
officers) either as co-trustee or co-trustees jointly with the Delaware Trustee
of all or any part of the Trust Estate, or as separate trustee or separate
trustees of all or any part of the Trust Estate, and to vest in such persons,
in such capacity, such title to the Trust Estate or any part thereof and such
rights or duties as may be necessary or desirable, all for such period and
under such terms and conditions as are satisfactory to the Delaware Trustee and
the Required Certificateholders and, until the termination of the Indenture in
accordance with its terms as are reasonably satisfactory to the Trustee.  In case any co-trustee or separate trustee
shall dissolve, die, become incapable of acting, resign or be removed, the
title to the Trust Estate and all rights and duties of such co-trustee or
separate trustee shall, so far as permitted by law, vest in and be exercised by
the Delaware Trustee, without the appointment of a successor to such co-trustee
or separate trustee.


 


Section 9.03.  Changes in Identity of a Delaware Trustee.  Upon the change of identity of a Delaware
Trustee or the addition or deletion of a Delaware Trustee, whose identity is
required to be disclosed under applicable law, the Delaware Trustee or Delaware
Trustees shall cause such filings to be made in Delaware if required by the
Trust Statute, and, at the direction of the Certificateholders, shall cause
such filings to be made, if any, as may be required in accordance with the
provisions of other applicable law, indicating the change with respect to such
Delaware Trustee’s identity or such addition or deletion of a Delaware Trustee.


 


ARTICLE X



MISCELLANEOUS


 


Section 10.01.  Amendment.


 


(a)  Subject to Section
2.09(b)(ix) hereof, this Trust Agreement may be amended by a written instrument
signed by the Delaware Trustee and the Required Certificateholders to
(i) cure any ambiguity or correct any provision of the Trust Agreement or
(ii) with the consent of each Certificateholder the interests of which in
its Certificates or the Trust would be adversely affected in any material
respect thereby, supplement, add, eliminate, or change in any manner one or
more provisions of this Trust Agreement or modify in any manner the rights of
the Certificateholders; provided, 


 


30

















 


however, that such action (A) as evidenced by an
Opinion of Counsel, shall not adversely affect in any material respect the
interests of the Delaware Trustee, or the Noteholders taken as a whole, and
(B) the Delaware Trustee shall have received from each rating agency then
rating any of the Notes, a prior written confirmation that the proposed
amendment will not result in the withdrawal, downgrade or qualifications of the
then current ratings of the obligations; provided further, if in the opinion of
the Delaware Trustee any amendment adversely affects any right, duty or
liability of, or immunity or indemnity in favor of, it or the Trust Company
under this Trust Agreement, the Transaction Documents or any of the documents
contemplated hereby or thereby to which it or the Trust is a party, or would
cause or result in any conflict with or breach of or default under any terms,
conditions or provisions of its charter documents or bylaws or any document
contemplated hereby or thereby to which it is a party, the Delaware Trustee may
in its sole discretion decline to enter into such amendment.


 


(b)  Promptly after the
execution of any such amendment or consent, the Trust shall furnish written
notification of the substance of such amendment or consent to each Rating
Agency then rating any of the Notes and the Certificateholders.


 


(c)  It shall not be
necessary for the consent of the Certificateholders pursuant to this Section
10.01 to approve the particular form of any proposed amendment or consent, but
it shall be sufficient if such consent shall approve the substance
thereof.  The manner of obtaining such
consents (and any other consents of the Certificateholders provided for in this
Trust Agreement) and of evidencing the authorization of the execution thereof
by the Certificateholders shall be subject to such reasonable requirements as
the Delaware Trustee may prescribe.


 


(d)  Nothing contained
in this Section 10.01 shall be construed as a delegation by a Certificateholder
to the Delaware Trustee of the right of the Certificateholder to consent to any
amendment, waiver, modification or supplement to the provisions of this Trust
Agreement.


 


(e)  Prior to its
execution of any amendment to this Agreement, the Delaware Trustee shall be
entitled to receive an Opinion of Counsel that such amendment is permitted by
the Transaction Documents and that all conditions precedent have been met.


 


Section 10.02.   No Title to Trust Estate, Etc.  Notwithstanding anything herein to the
contrary, and pursuant to Section 3805 of the Trust Statute, a
Certificateholder shall have only an undivided beneficial interest in the Trust
Estate.  Each Certificateholder’s
indirect interest in the Trust Estate shall be limited and governed in all
respects by the provisions of this Trust Agreement.  The Certificateholders shall not have title to or any other
interest in any part of the Trust Estate. 
The Certificateholders shall be entitled to receive distributions with
respect to its individual beneficial ownership interest herein only in
accordance with this Trust Agreement. 
No transfer, by operation of law or otherwise, of any right, title or
interest of a Certificateholder in and to the Trust Estate or hereunder shall
operate to terminate this Trust Agreement, the Trust or the trusts hereunder or
entitle any successor or transferee to an accounting or to the transfer to it
of legal title to any part of the Trust Estate.  Any obligation of the Delaware Trustee hereunder or of the Trust
under the Indenture or any other document contemplated hereby or thereby may 


 


31

















 


be performed, under extraordinary circumstances, by one or more of the
Certificateholders and any such performance shall not be construed as a
revocation of the trusts created hereby. 
The Certificateholders shall not have any liability for the performance
of this Trust Agreement except as expressly set forth herein.


 


Section 10.03.  Sale of the Trust Estate by Delaware Trustee
is Binding.  Any sale or other conveyance of the Trust
Estate or any part thereof by the Delaware Trustee made pursuant to the terms
of this Trust Agreement or the Indenture shall bind the Certificateholders and
shall be effective to transfer or convey all right, title and interest of the
Trust, the Delaware Trustee and the Certificateholders in and to the Trust
Estate or such part thereof.  No
purchaser or other grantee shall be required to inquire as to the
authorization, necessity, expediency or regularity of such sale or conveyance
or as to the application of any sale or other proceeds with respect thereto by
the Delaware Trustee.


 


Section 10.04.  Limitations on Rights of Others.  Except as provided in Section 10.10, nothing
in this Trust Agreement, whether express or implied, shall be construed to give
to any person other than the Trust Company, the Delaware Trustee, the Sponsor,
the Certificateholders and the Indenture Trustee any legal or equitable right,
remedy or claim under the Trust or in respect of this Trust Agreement, any
covenants, conditions or provisions contained herein.


 


Section 10.05.  Notices, Etc.  All notices, requests, demands, consents and
other communications (“Notices”) required or contemplated by the provisions
hereof shall refer on their face to this Trust Agreement (although failure to
do so shall not make such Notice ineffective), shall, unless otherwise stated
herein, be in writing and sent by telecopy, telegram, cable, mail (by certified
or registered mail, return receipt requested) or by reputable overnight courier
to the following addresses:


 


	
  if to the Delaware Trustee:

  	
   

  	
  Wilmington Trust Company

  Rodney Square North

  1100 North Market Street

  Wilmington, DE 19890

  Attention:  Corporate Trust
  Administration

  Phone: (302) 651-1000

  FAX: (302) 636-4140

  
	
   

  	
   

  	
   

  
	
  if to the Sponsor:

  	
   

  	
  GMAC ELF LLC

  1801 California St., Suite 3700

  Denver, Colorado 80202

  Attention:  Ronald W. Page

  Phone: (303) 293-8500

  FAX: (303) 294-3280

  
	
   

  	
   

  	
   

  
	
  if to the Indenture Trustee:

  	
   

  	
  To such Person and at such address as may be
  specified in the Indenture.

  



 


32

















 


or at such other address as shall be designated in written notice to
the Delaware Trustee by the Persons entitled to receive notices pursuant to
this Trust Agreement.  All such notices
shall be effective when received.


 


Section 10.06.  Severability.  Any provision of this Trust Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


Section 10.07.   Separate Counterparts.  This Trust Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.


 


Section 10.08.   Successors and Assigns.  All covenants and agreements contained
herein shall be binding upon and inure to the benefit of the Delaware Trustee,
the Certificateholders, the Administrator and the Trustee and their respective
successors and assigns, all as herein provided.  Any request, notice, direction, consent, waiver or other writing
or action by a Certificateholder shall bind its successors and assigns.


 


Section 10.09.   Governing Law.  This Trust Agreement shall be governed by,
and construed in accordance with, the substantive laws of the State of Delaware
(without regard to conflict of law provisions) applicable to contracts to be
performed entirely within such state, including all matters of construction,
validity and performance.


 


Section 10.10.  No Liability of Certificateholders.  Except as provided in Sections 5.03, 6.07, 6.08 and Article
VII, or in any other document, agreement or instrument executed by the
Certificateholders, neither the Certificateholders nor the Administrator shall
be liable for any losses, claims, damages, liabilities and expenses of the
Trust (including expenses, to the extent not paid out of the Trust Estate).


 


Section 10.11.  Actions by the Certificateholders.  Any actions required to be taken by the
Certificateholders shall, unless otherwise specified herein, be taken with the
consent of the Certificateholders then holding a majority of the Percentage
Interests.


 


[Signature Page to Follow]


 


33

















 


IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Trust Agreement to be duly executed by their respective officers as of
the day and year first above written.


 


	
   

  	
  GMAC ELF LLC, as Sponsor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Ronald W. Page

  
	
   

  	
   

  	
  Ronald W. Page, Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, in its

  individual capacity and in its capacity as Delaware

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Patricia A. Evans

  
	
   

  	
   

  	
  Patricia A. Evans, Assistant Vice President

  
				



 


34

















 


EXHIBIT
A



CERTIFICATEHOLDERS’ CAPITAL
CONTRIBUTIONS


 




	
  Sponsor

  	
   

  	
  Percentage Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GMAC ELF LLC

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  (Aggregate
  principal amount of Trust Estate)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  100

  	
  %

  






 

















 


EXHIBIT
B


 


FORM
OF TRUST PAYMENT DATE STATEMENT


 


For the Payment Date dated
         ,
     


 


	
  GMAC Education
  Loan Funding Trust-I

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (1)          Amount received from
  the Indenture Trustee under the Indenture on the Payment Date:

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)          Amount, if any,
  deducted pursuant to Section 4.01 of the Trust Agreement:

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)          Trust Company and
  Delaware Trustee fees and expenses:

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (b)         Administrator fees and
  expenses:

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (3)          Total amount to be
  remitted to Certificateholders (Item (1) minus Item (2)):

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  



 

















 


EXHIBIT
C



FORM OF CERTIFICATE


 


THIS CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
PROVISIONS OF THE TRUST AGREEMENT REFERRED TO HEREIN.


 


THE TRUST
CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR ANY INTEREST IN
THE ADMINISTRATOR OR WILMINGTON TRUST COMPANY.


 


Certificate
No.                    


 


Percentage
Interest

evidenced by this Certificate:      %


 


CERTIFICATE

Issued by GMAC Education Loan Funding Trust-I


 


This Certificate
(the “Certificate”) is not guaranteed or insured by any governmental agency or
instrumentality and does not represent deposits or obligations of or any
interest in the Administrator or Wilmington Trust Company.


 


This Certificate certifies that
                            
is the Noteholder (the “Certificateholder”) of the Percentage Interest evidenced
by this Certificate specified above in the GMAC Education Loan Funding Trust-I
(the “Trust”).  The Trust was created
pursuant to an initial Trust Agreement dated as of January 15, 2003, by and
between GMAC ELF LLC, as the Sponsor (the “Sponsor”), and Wilmington Trust
Company, a Delaware banking corporation, not in its individual capacity but
solely as Delaware Trustee on behalf of the Trust (the “Delaware Trustee”), as amended and restated by that Amended
and Restated Trust Agreement dated as of March 1, 2003 (the “Trust
Agreement”) by and between the Sponsor , and the Delaware Trustee.  To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Trust
Agreement.  This Certificate is issued
under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the Certificateholder by virtue of the
acceptance hereof assents and by which such Certificateholder is bound.


 


This Certificate
has not and will not be registered under the Securities Act and will not be
listed on any exchange.  In addition to
other restrictions on transfer set forth in the Trust Agreement, no transfer of
this Certificate shall be made to a Person or entity unless such transfer is
made pursuant to an effective registration statement under the Securities Act
and any applicable state securities laws or is exempt from the registration
requirements under the Securities Act and such laws.


 

















 


In the event that
a transfer is to be made in reliance upon an exemption from the Securities Act
and state securities laws, in order to assure compliance with the Securities
Act and such laws, the Certificateholder desiring to effect such transfer and
such Certificateholder’s prospective transferee shall each certify to the
Trust, Delaware Trustee, the Administrator 
and the transferring Certificateholder in writing the facts surrounding
the transfer in substantially the forms required by the Trust Agreement.  Except in the case of a transfer as to which
the proposed transferee has provided a Rule 144A Letter with respect to a Rule
144A transaction, there shall also be delivered to the Trust an Opinion of
Counsel to the effect that such transfer may be made pursuant to an exemption
from the Securities Act, which Opinion of Counsel shall not be an expense of
the Trust, the Delaware Trustee (unless it is the transferee from whom such
opinion is to be obtained) or of the Administrator.  The Certificateholder desiring to effect such a transfer shall,
and does hereby agree to, indemnify the Trust, the Delaware Trustee and the
Administrator against any liability that may result if the transfer is not so
exempt or is not made in accordance with federal and state securities laws.


 


No transfer, sale, pledge
or other disposition of this Certificate shall be made unless prior to such
transfer, sale, pledge or other disposition, the Trust shall have received
either (i) a representation letter from the transferee of such Certificate,
acceptable to and in form and substance satisfactory to the Delaware Trustee,
to the effect that such a transferee is not an employee benefit plan subject to
Section 406 of ERISA or Section 4975 of the Code, or a person acting on behalf
of any such plan, or (ii) in the case of any Certificate presented for
registration in the name of an employee benefit plan subject to ERISA or
Section 4975 of the Code (or comparable provisions of any subsequent enactments),
or a trustee of any such plan or any other person acting on behalf of any such
plan, an Opinion of Counsel satisfactory to the Trust, the Delaware Trustee and
the Administrator to the effect that the purchase or holding of such
Certificate will not result in the Trust or the Trust Estate being deemed to be
“plan assets” and subject to the prohibited transaction provisions of ERISA and
the Code and will not subject the Trust, Delaware Trustee, the Administrator or
the transferring Certificateholder to any obligation in addition to those
undertaken in the Trust Agreement. 
Notwithstanding anything else to the contrary herein, in the event any
purported transfer of a Certificate is made without delivery of the representation
letter referred to above, such representation shall be deemed to have been made
by the transferee by its acceptance of such Certificate.  In addition, any purported transfer of a
Certificate to or on behalf of an employee benefit plan subject to ERISA or to
the Code without the delivery to the Trust, the Delaware Trustee and the
Administrator of an Opinion of Counsel as described above shall be void and of
no effect.


 


This Certificate
is one of a duly authorized issue of Certificates representing a beneficial
undivided ownership interest in the Trust created by the Trust Agreement.  This Certificate shall not be entitled to
any benefit under the Trust Agreement or be valid for any purpose unless
manually countersigned by an Authorized Officer of the Delaware Trustee.


 


The Certificateholder,
by its acceptance of this Certificate, agrees that it will look solely to the
Trust Estate for payment hereunder and that neither the Delaware Trustee nor
the Administrator is liable to the Certificateholders for any amount
distributable under this Certificate or the Trust Agreement, except as
expressly provided in the Trust Agreement.


 


C-2

















 


This Certificate
does not purport to summarize the Trust Agreement and reference is made to the
Trust Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Delaware Trustee and the Administrator.


 


Pursuant to the terms of the Trust Agreement, a
distribution on all Certificates issued by the Trust will be made as provided
in the Trust Agreement to the Person in whose name such Certificates are then
registered.  Such distribution will be
made pro rata to the holders based on their respective Percentage Interests.


 


Distributions on this Certificate shall be made by
wire transfer to the Certificateholder entitled thereto as its name appears on
the Register.  The final distribution on
the Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the office or agency of the Trust specified in
the notice to Certificateholders of such final distribution.


 


As provided in the Trust Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate for registration
of transfer at the office maintained by the Trust accompanied by a written
instrument of transfer in form satisfactory to the Trust duly executed by the
Certificateholder hereof or such Certificateholder’s attorney duly authorized
in writing, and thereupon one or more new Certificates in authorized
denominations and evidencing the same aggregate ownership in the Certificates
are issuable only as registered Certificates without coupons in denominations
specified in the Trust Agreement.  As
provided in the Trust Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates in authorized
denominations and evidencing the same aggregate Percentage Interest, as
requested by the Certificateholder surrendering the same.


 


The Trust shall keep or cause to be kept, at the
office or agency maintained pursuant to the Trust Agreement, a Register in
which, subject to such reasonable regulations as it may prescribe, the
Registrar shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided.


 


Prior to due presentation of a Certificate for
registration of transfer, the Trust, Delaware Trustee, the Administrator and
the Registrar may treat the Person in whose name any Certificate is registered
in the Register as the owner of such Certificate for the purpose of receiving
distributions pursuant to the Trust Agreement and for all other purposes
whatsoever, and none of the Trust, Delaware Trustee, the Administrator and the
Registrar shall be bound by any notice to the contrary.


 


THE
TRUST AGREEMENT CONSTITUTES THE CONTRACT GOVERNING THE RIGHTS AND OBLIGATIONS
OF THE CERTIFICATEHOLDERS.  THIS CERTIFICATE
IS ONLY EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECT SO
THE TERMS OF THE TRUST AGREEMENT, WHICH SUPERCEDES ANY INCONSISTENT STATEMENTS
IN THIS CERTIFICATE.


 


C-3

















 


IN WITNESS WHEREOF,
the Trust has caused this Certificate to be duly executed.


 


Dated:
                      ,
     


 


	
   

  	
  GMAC Education Loan Funding Trust-I

  
	
   

  	
   

  
	
   

  	
  By: 
  Wilmington Trust Company, not in its

  individual capacity but solely in its capacity as

  Delaware Trustee of the GMAC Education Loan

  Funding Trust-I:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This is one of the Certificates referenced in 

  the within-mentioned Trust Agreement:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory of Wilmington Trust

  Company, not in its individual capacity but

  solely in its capacity as Delaware Trustee of the

  GMAC Education Loan Funding Trust-I

  	
   

  	
   

  
								



 


C-4

















 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 


 


 


(Please print or
typewrite name and address including postal zip code of assignee)


 


the Percentage
Interest evidenced by the within Certificate and hereby authorizes the transfer
of registration of such Percentage Interest to assignee on the Register of the
Trust.


 


I (We) further
direct the Delaware Trustee to issue a new Certificate of a like denomination,
to the above named assignee and deliver such Certificate to the following
address:


 


Dated:
              


 


	
   

  	
   

  
	
   

  	
  Signature by or on behalf of assignor

  



 


DISTRIBUTION INSTRUCTIONS


 


The assignee
should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to
                                                                                                                                                                                                          for
the account of
                                                                           account
number                         .  Applicable statements should be mailed to
                                                                                                                                                                                     


 


This information is provided by
                                     ,
the assignee named above, or
                                   ,
as its agent.


 


C-5

















 


EXHIBIT
D


 


FORM OF TRANSFEROR LETTER


 


[DATE]


 


[Name and Address of Addressees]


 


Re:                               GMAC
Education Loan Funding Trust-I formed pursuant to the Trust Agreement dated as
of March 1, 2003 by and between GMAC ELF LLC, as Initial Certificateholder
and Sponsor, and Wilmington Trust Company, as Delaware Trustee (the “Trust
Agreement”)


 


Transferor Certificates Number[s]: 
      


Transferee Certificates Number[s]: 
      


 


Ladies and
Gentlemen:


 


In connection with
our disposition of Certificates issued by the above-referenced Trust, we
certify that (a) we understand that such Certificates have not been registered
under the Securities Act of 1933, as amended (the “Act”), and are being
disposed by us in a transaction that is exempt from the registration
requirements of the Act, (b) the disposition of the Certificates is subject to
restrictions and requirements set forth in the Trust Agreement, and (c) we have
not transferred, pledged, offered, sold or otherwise disposed of any
Certificate or any interest in any Certificate to, or solicited offers to buy
or accept a transfer, pledge or other disposition of any Certificate or any
interest in any Certificate from, any person, or otherwise approved or
negotiated with any person with respect thereto, in a manner that would be
deemed, or taken any other action which would result in, a violation of Section
5 of the Act.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANSFEROR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized Officer

  



 

















 


EXHIBIT E


 


FORM OF INVESTMENT LETTER


 


[DATE]


 


[Name and Address of Addressees]


 


Re:                               GMAC
Education Loan Funding Trust-I formed pursuant to the Trust Agreement dated as
of March 1, 2003 by and between GMAC ELF LLC, as Initial Certificateholder
and Sponsor, and Wilmington Trust Company, as Delaware Trustee (the “Trust
Agreement”)


 


Transferor Certificates Number[s]: 
     


Transferee Certificates Number[s]: 
     


 


Ladies and
Gentlemen:


 


In connection with our
acquisition of Certificates issued by the above-referenced Trust, we certify
that (a) we understand that the Certificates are not being, and have not been,
registered under the Securities Act of 1933, as amended (the “Act”), or any
state securities laws and are being, and are required to be , transferred to us
in a transaction that is exempt from the registration requirements of the Act
and any such laws, (b) we are an “accredited investor,” as defined in
Regulation D under the Act, and have such knowledge and experience in financial
and business matters that we are capable of evaluating the merits and risks of
investments in the Certificates and based upon our present and projected net
income and net worth, we believe that we can bear the economic risk of an
immediate or future loss of its entire investment in the Certificates, (c) we
have had the opportunity to ask questions of and have receive answers from the
Trust, the Delaware Trustee, the Administrator and the transferring
Certificateholder concerning the Trust and the purchase of the Certificates and
all matters relating thereto or any additional information deemed necessary to
our decision to purchase the Certificates, (d) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with
clause (h) below), (e) we have not transferred, pledged, offered, sold or
otherwise disposed of any Certificate or any interest in any Certificate to, or
solicited offers to buy or accept a transfer, pledge or other disposition of
any Certificate or any interest in any Certificate from, any person, or
otherwise approached or negotiated with any person with respect thereto, in a
manner that would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Act, nor have we authorized or will authorize any
person to act in such manner with respect to any Certificate or any interest in
any Certificate (f) we are not prohibited from purchasing the Certificates
pursuant to the Trust Agreement, (g) we have reviewed and are familiar with the
form of the Certificates, including, without limitation, the legends thereon,
and (h) we will not sell, transfer or 


 

















 


otherwise dispose of any
Certificates unless (i) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, (ii) we have provided at our expense such
opinions of counsel (A) requested by the Delaware Trustee as are
satisfactory to the Delaware Trustee or (B) as are required by the Trust
Agreement, (ii) the purchaser or transferee of such Certificate has
executed and delivered to you a Letter to substantially the same effect as this
Letter, and (iii) the purchaser or transferee has otherwise complied with
any conditions for transfer set forth in the Trust Agreement.


 


Capitalized terms used in
this Letter, and not defined herein shall have the meanings set forth in the
Trust Agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANSFEREE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized Officer

  



 


E-2

















 


EXHIBIT F


 


FORM OF RULE 144A LETTER


 


[DATE]


 


[Name and Address of Addressees]


 


Re:                               GMAC
Education Loan Funding Trust-I formed pursuant to the Trust Agreement dated as
of March 1, 2003 by and between GMAC ELF LLC, as Initial Certificateholder
and Sponsor, and Wilmington Trust Company, as Delaware Trustee (the “Trust
Agreement”)


 


Transferor Certificates Number[s]: 
      


Transferee Certificates Number[s]: 
      


 


Ladies and Gentlemen:


 


In connection with our
disposition of Certificates issued by the above referenced Trust, we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the “Act”), or any state securities laws
and are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have had the
opportunity to ask questions of and receive answers from the Delaware Trustee,
the Administrator and the transferring Certificateholder concerning the
purchase of the Certificates and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificates, (c)
we are not prohibited from acquiring the Certificates pursuant to the Trust
Agreement, (d) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates or any
interest in the Certificates to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Certificates or any interest in
the Certificates from, or otherwise approached or negotiated with respect to
the Certificates, any interest in the Certificates or any other similar
security with, any person in any manner, or made any general solicitation by means
of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Certificates under the Securities Act or
that would render the disposition of the Certificates a violation of Section 5
of the Securities Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Certificates, (e) we are a “qualified institutional buyer” as
that term is defined in Rule 144A under the Securities Act and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for resale
pursuant to Rule 144A and further, understand that such Certificates may be
resold, pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) 


 

















 


pursuant to a
registration, or another exemption from registration, under the Securities Act
and in compliance with the requirements and restrictions set forth in the Trust
Agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANSFEREE]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized Officer

  



 


F-2

















 


ANNEX 1 TO EXHIBIT F


 


QUALIFIED INSTITUTIONAL BUYER
STATUS UNDER SEC RULE 144A


 


[For Transferees Other
Than Registered Investment Companies]


 


The undersigned (the
“Buyer”) hereby certifies as follows to the parties listed in the Rule 144A
Transferee Letter to which this certification relates with respect to the
Certificates described therein:


 


i.   As indicated below, the undersigned is the
President, Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.


 


ii.   In connection with purchases by the Buyer,
the Buyer is a “qualified institutional buyer” as that term is defined in Rule
144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the
Buyer owned and/or invested on a discretionary basis
$            (1) in
securities (except for the excluded securities referred to below) as of the end
of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the
category marked below.


 


Corporation, etc.
The Buyer is a corporation (other than a bank, savings and loan association or
similar institution), Massachusetts or similar statutory trust, partnership, or
charitable organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.


 


Bank.
The Buyer (a) is a national bank or banking institution organized under the
laws of any State, territory or the District of Columbia, the business of which
is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a
copy of which is attached hereto.


 


Savings and Loan.
The Buyer (a) is a savings and loan association, building and loan association,
cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision over
any such institutions or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which
is attached hereto.


 












(1)                                  Buyer
must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.


 

















 


 


Broker-dealer.
The Buyer is a dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.


 


Insurance Company.
The Buyer is an insurance company whose primary and predominant business
activity is the writing of insurance or the reinsuring of risks underwritten by
insurance companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State, territory or the
District of Columbia.


 


State or Local
Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.


 


ERISA Plan.
The Buyer is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974.


 


Investment Advisor.
The Buyer is an investment advisor registered under the Investment Advisors Act
of 1940.


 


Small Business
Investment Company. Buyer is a small business investment
company licensed by the U. S. Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act of 1958.


 


Business
Development Company. Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.


 


iii.  The term “securities” as used herein does
not include (i) securities of issuers that are affiliated with the Buyer,
(ii) securities that are part of an unsold allotment to or subscription by the
Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed by the
U. S. or any instrumentality thereof, (iv) bank deposit notes and certificates
of deposit, (v) loan participations, (vi) repurchase agreements, (vii)
securities owned but subject to a repurchase agreement and (viii) currency,
interest rate and commodity swaps.


 


iv.  For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer used the cost of such securities to the Buyer and did not
include any of the securities referred to in the preceding paragraph, except
(i) where the Buyer reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with
respect to the cost of those securities has been published. If clause (ii) in
the preceding sentence applies, the securities may be valued at market.
Further, in determining such aggregate amount, the Buyer may have included
securities owned by subsidiaries of the Buyer, but only if such subsidiaries
are consolidated with the Buyer in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under the Buyer’s 


 


F-1-2

















 


direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.


 


v.  The Buyer acknowledges that it is familiar
with Rule 144A and understands that the seller to it and other parties related
to the Certificates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer may be in reliance on Rule
144A.


 


vi.  Until the date of purchase of the Rule 144A
Securities, the Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer’s purchase of the Certificates will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Buyer is a bank or savings and loan is provided
above, the Buyer agrees that it will furnish to such parties updated annual
financial statements promptly after they become available.


 


	
   

  	
   

  
	
   

  	
  Print Name of Buyer

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  



 


F-1-3

















 


ANNEX
2 TO EXHIBIT F

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[For
Transferees That are Registered Investment Companies]


 


The undersigned (the “Buyer”)
hereby certifies as follows to the parties listed in the Rule 144A Transferee
Letter to which this certification relates with respect to the Certificates
described therein:


 


1. As indicated below,
the undersigned is the President, Chief Financial Officer or Senior Vice
President of the Buyer or, if the Buyer is a “qualified institutional buyer” as
that term is defined in Rule 144A under the Securities Act of 1933, as amended
(“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined
below), is such an officer of the adviser to such Family of Investment
Companies.


 


2. In connection with
purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined
in SEC Rule 144A because (i) the Buyer is an investment company registered
under the Investment Company Act of 1940, as amended and (ii) as marked below,
the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Buyer’s most recent fiscal year. For purposes of
determining the amount of securities owned by the Buyer or the Buyer’s Family
of Investment Companies, the cost of such securities was used, except (i) where
the Buyer or the Buyer’s Family of Investment Companies reports its securities
holdings in its financial statements on the basis of their market value, and
(ii) no current information with respect to the cost of those securities has
been published. If clause (ii) in the preceding sentence applies, the
securities may be valued at market.


 


The Buyer owned
$            in
securities (other than the excluded securities referred to below) as of the end
of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A).


 


The Buyer is part of a
Family of Investment Companies which owned in the aggregate
$             
in securities (other than the excluded securities referred to below) as of the
end of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A).


 


3. The term “Family of
Investment Companies” as used herein means two or more registered
investment companies (or series thereof) that have the same investment adviser
or investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority
owned subsidiary of the other).


 


4. The term “securities”
as used herein does not include (i) securities of issuers that are affiliated
with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii)
securities issued or guaranteed by the U.S. or any instrumentality thereof,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii)


 

















 


currency, interest rate
and commodity swaps.


 


5. The Buyer is familiar
with Rule 144A and understands that the parties listed in the Rule 144A
Transferee Letter to which this certification relates are relying and will
continue to rely on the statements made herein because one or more sales to the
Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
purchase for the Buyer’s own account.


 


6. Until the date of
purchase of the Certificates, the undersigned will notify the parties listed in
the Rule 144A Transferee Letter which this certification relates of any changes
in the information and conclusions herein. 
Until such notice is given, the Buyer’s purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


 


	
   

  	
   

  
	
   

  	
  Print Name of Buyer or Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  IF AN ADVISER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name of Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:       

  	
   

  



 


F-2-2