<Page>

                                                                     EXHIBIT 4.1

================================================================================


                               INDENTURE OF TRUST


                                  by and among


                      GMAC EDUCATION LOAN FUNDING TRUST-I,


                           ZIONS FIRST NATIONAL BANK,
                              as Indenture Trustee


                                       and


                           ZIONS FIRST NATIONAL BANK,
                           as Eligible Lender Trustee


                            Dated as of March 1, 2003


================================================================================

<Page>

     Reconciliation and tie between Trust Indenture Act of 1939 and Indenture of
Trust dated as of March 27, 2002.

<Table>
<Caption>
         TRUST INDENTURE ACT SECTION                          INDENTURE SECTION
<S>                                                              <C>
Section 310(a)(1)                                                6.23
(a)(2)                                                           6.23
(b)                                                              6.09, 6.11
Section 312(b)                                                   8.14
(c)                                                              8.14
Section 313(c)                                                   3.16, 7.04
Section 314(a)                                                   3.16
(a)(4)                                                           3.17
Section 315(b)                                                   7.04
Section 317(a)(1)                                                3.18
(a)(2)                                                           6.24
Section 318(a)                                                   8.07
(c)                                                              8.07
</Table>

----------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
Attention should also be directed to Section 318(c) of the 1939 Act, which
provides that the provisions of Sections 310 to and including 317 of the 1939
Act are a part of and govern every qualified indenture, whether or not
physically contained therein.

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                          Page
<S>                                                                                                         <C>
                                                   ARTICLE I

                                                  DEFINITIONS

Section 1.01.     Definitions................................................................................3
Section 1.02.     Usage.....................................................................................18

                                                  ARTICLE II

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

Section 2.01.     Note Details..............................................................................18
Section 2.02.     Execution of Notes........................................................................18
Section 2.03.     Registration, Transfer and Exchange of Notes; Persons Treated as Noteholders..............19
Section 2.04.     Transfer of Residual Notes................................................................20
Section 2.05.     Lost, Stolen, Destroyed and Mutilated Notes...............................................20
Section 2.06.     Indenture Trustee's Authentication Certificate............................................20
Section 2.07.     Cancellation and Destruction of Notes by the Indenture Trustee............................21
Section 2.08.     Temporary Notes...........................................................................21
Section 2.09.     Issuance of Notes.........................................................................21

                                                  ARTICLE III

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

Section 3.01.     Parity and Priority of Lien...............................................................22
Section 3.02.     Other Obligations.........................................................................22
Section 3.03.     Derivative Products; Counterparty Derivative Payments; Issuer Derivative Payments.........23

                                                  ARTICLE IV

                           PROVISIONS APPLICABLE TO THE NOTES; DUTIES OF THE ISSUER

Section 4.01.     Payment of Principal, Interest and Premium................................................24
Section 4.02.     Representations and Warranties of the Issuer..............................................25
Section 4.03.     Covenants as to Additional Conveyances....................................................25
Section 4.04.     Further Covenants of the Issuer...........................................................25
Section 4.05.     Enforcement of the Servicing Agreement....................................................26
Section 4.06.     Procedures for Transfer of Funds..........................................................27
Section 4.07.     Additional Covenants with Respect to the Act..............................................27
</Table>

<Page>

<Table>
<S>                                                                                                         <C>
Section 4.08.     Financed Student Loans; Collections Thereof; Assignment Thereof...........................28
Section 4.09.     Appointment of Agents, Etc................................................................29
Section 4.10.     Capacity to Sue...........................................................................29
Section 4.11.     Continued Existence; Successor to Issuer..................................................29
Section 4.12.     Amendment of Loan Sale Agreement..........................................................29
Section 4.13.     Representations; Negative Covenants.......................................................29
Section 4.14.     Additional Covenants......................................................................35
Section 4.15.     Providing of Notice.......................................................................36
Section 4.16.     Reports by Issuer.........................................................................36
Section 4.17.     Statement as to Compliance................................................................37
Section 4.18.     Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.................37
Section 4.19.     Representations of the Issuer Regarding the Indenture Trustee's Security Interest.........37
Section 4.20.     Covenants of the Issuer Regarding the Indenture Trustee's Security Interest...............38
Section 4.21.     Tax Treatment.............................................................................39
Section 4.22.     Opinions as to Indenture Trust Estate.....................................................39

                                                   ARTICLE V

                                                     FUNDS

Section 5.01.     Creation and Continuation of Funds and Accounts...........................................39
Section 5.02.     Acquisition Fund..........................................................................40
Section 5.03.     Revenue Fund..............................................................................41
Section 5.04.     Reserve Fund..............................................................................42
Section 5.05.     Operating Fund............................................................................43
Section 5.06.     Transfers to Issuer.......................................................................44
Section 5.07.     Investment of Funds Held by Indenture Trustee.............................................44
Section 5.08.     Eligible Investments......................................................................45
Section 5.09.     Release; Sale of Financed Student Loans...................................................48
Section 5.10.     Purchase of Notes.........................................................................48

                                                  ARTICLE VI

                                             DEFAULTS AND REMEDIES

Section 6.01.     Events of Default Defined.................................................................48
Section 6.02.     Remedy on Default; Possession of Trust Estate.............................................49
Section 6.03.     Remedies on Default; Advice of Counsel....................................................51
Section 6.04.     Remedies on Default; Sale of Trust Estate.................................................51
Section 6.05.     Appointment of Receiver...................................................................52
Section 6.06.     Restoration of Position...................................................................52
Section 6.07.     Purchase of Properties by Indenture Trustee or Noteholders................................52
Section 6.08.     Application of Sale Proceeds..............................................................53
Section 6.09.     Accelerated Maturity......................................................................53
</Table>

                                       ii
<Page>

<Table>
<S>                                                                                                         <C>
Section 6.10.     Remedies Not Exclusive....................................................................53
Section 6.11.     Direction of Indenture Trustee............................................................53
Section 6.12.     Right to Enforce in Indenture Trustee.....................................................54
Section 6.13.     Physical Possession of Obligations Not Required...........................................54
Section 6.14.     Waivers of Events of Default..............................................................54

                                                  ARTICLE VII

                                             THE INDENTURE TRUSTEE

Section 7.01.     Acceptance of Trust.......................................................................55
Section 7.02.     Recitals of Others........................................................................56
Section 7.03.     As to Filing of Indenture.................................................................56
Section 7.04.     Indenture Trustee May Act Through Agents..................................................56
Section 7.05.     Indemnification of Indenture Trustee......................................................56
Section 7.06.     Indenture Trustee's Right to Reliance.....................................................57
Section 7.07.     Compensation of Indenture Trustee.........................................................58
Section 7.08.     Indenture Trustee May Own Notes...........................................................59
Section 7.09.     Resignation of Indenture Trustee..........................................................59
Section 7.10.     Removal of Indenture Trustee..............................................................59
Section 7.11.     Successor Indenture Trustee...............................................................60
Section 7.12.     Manner of Vesting Title in Indenture Trustee..............................................60
Section 7.13.     Additional Covenants by the Indenture Trustee to Conform to the Act.......................61
Section 7.14.     Limitation With Respect to Examination of Reports.........................................61
Section 7.15.     Servicing Agreement.......................................................................61
Section 7.16.     Additional Covenants of Indenture Trustee.................................................61
Section 7.17.     Duty of Indenture Trustee with Respect to Rating Agencies.................................61
Section 7.18.     Merger of the Indenture Trustee...........................................................62
Section 7.19.     Receipt of Funds From Subservicer.........................................................62
Section 7.20.     Special Circumstances Leading to Resignation of Indenture Trustee.........................62
Section 7.21.     Survival of Indenture Trustee's Rights to Receive Compensation, Reimbursement and
                  Indemnification...........................................................................63
Section 7.22.     Corporate Trustee Required; Eligibility; Conflicting Interests............................63
Section 7.23.     Payment of Taxes and Other Governmental Charges...........................................63
Section 7.24.     Indenture Trustee May File Proofs of Claim................................................63

                                                 ARTICLE VIII

                                            SUPPLEMENTAL INDENTURES

Section 8.01.     Supplemental Indentures Not Requiring Consent of Noteholders..............................64
Section 8.02.     Supplemental Indentures Requiring Consent of Noteholders..................................66
Section 8.03.     Additional Limitation on Modification of Indenture........................................67
Section 8.04.     Notice of Defaults........................................................................67
Section 8.05.     Conformity With the Trust Indenture Act...................................................67
</Table>

                                       iii
<Page>

<Table>
<S>                                                                                                         <C>
                                                  ARTICLE IX

                                              GENERAL PROVISIONS

Section 9.01.     Notices...................................................................................67
Section 9.02.     Covenants Bind Issuer.....................................................................68
Section 9.03.     Lien Created..............................................................................69
Section 9.04.     Severability of Lien......................................................................69
Section 9.05.     Consent of Noteholders Binds Successors...................................................69
Section 9.06.     Nonpresentment of Notes or Interest Checks................................................69
Section 9.07.     Laws Governing............................................................................69
Section 9.08.     Severability..............................................................................69
Section 9.09.     Exhibits..................................................................................70
Section 9.10.     Non-Business Days.........................................................................70
Section 9.11.     Parties Interested Herein.................................................................70
Section 9.12.     Obligations are Limited Obligations.......................................................70
Section 9.13.     Counterparty Rights.......................................................................70
Section 9.14.     Disclosure of Names and Addresses of Noteholders..........................................70
Section 9.15.     Aggregate Principal Amount of Obligations.................................................70
Section 9.16.     Financed Student Loans....................................................................70
Section 9.17.     Limitation of Liability of the Delaware Trustee...........................................71

                                                   ARTICLE X

                        PAYMENT AND CANCELLATION OF NOTES AND SATISFACTION OF INDENTURE

Section 10.01.    Trust Irrevocable.........................................................................71
Section 10.02.    Satisfaction of Indenture.................................................................71
Section 10.03.    Cancellation of Paid Notes................................................................72

                                                  ARTICLE XI

                                                  TERMINATION

Section 11.01.    Termination of the Trust..................................................................72
Section 11.02.    Notice....................................................................................72

                                                  ARTICLE XII

                                            REPORTING REQUIREMENTS

Section 12.01.    Annual Statement as to Compliance.........................................................73
Section 12.02.    Annual Independent Public Accountants' Subservicing Report................................73
Section 12.03.    Administrator's Certificate...............................................................73
Section 12.04.    Statements to Noteholders.................................................................73

EXHIBIT A         STUDENT LOAN ACQUISITION CERTIFICATE
EXHIBIT B         FORM OF ISSUER ORDER
</Table>

                                       iv
<Page>

                               INDENTURE OF TRUST

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

                              W I T N E S S E T H :

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

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

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

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

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

<Page>

                                GRANTING CLAUSE A

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

                                GRANTING CLAUSE B

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

                                GRANTING CLAUSE C

     The Financed Student Loans;

                                GRANTING CLAUSE D

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

                                GRANTING CLAUSE E

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

                                GRANTING CLAUSE F

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

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

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

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

                                        2
<Page>

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

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

                                    ARTICLE I

                                   DEFINITIONS

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

     "ACCOUNTS" means any accounts established pursuant to this Indenture.

     "ACQUISITION FUND" has the meaning set forth in Section 5.02 hereof,
including any Accounts and Subaccounts created therein.

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

     "ADD-ON PERIOD" means the period of 180 days after the date of origination
of any Consolidation Loan acquired by the Issuer.

     "ADMINISTRATION AGREEMENT" means the Administration Agreement dated as of
March 1, 2003, between the Issuer and the Administrator.

     "ADMINISTRATION FEE" means the fee set forth in the Administration
Agreement from time to time.

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

     "ADMINISTRATOR DEFAULT" has the meaning set forth in the Administration
Agreement.

     "ADMINISTRATOR'S CERTIFICATE" means the certificate of the Administrator
delivered pursuant to the Administration Agreement.

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

                                        3
<Page>

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

     "AUTHORIZED REPRESENTATIVE" means, when used with reference to the Issuer,
(a) an Authorized Officer; or (b) the Administrator or any affiliate
organization or other entity authorized by the Issuer to act on the Issuer's
behalf.

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

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

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

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

     "CERTIFICATE OF INSURANCE" means any Certificate evidencing a Financed
Student Loan is Insured pursuant to a Contract of Insurance.

     "CLEARING AGENCY" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.

     "CLOSING DATE" means the date of issuance of a series of Notes under this
Indenture.

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

                                        4
<Page>

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

     "COLLATERAL" means the assets pledged as security under the granting
clauses hereof.

     "COMMISSION" means the Securities and Exchange Commission.

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

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

     "CONTRACT OF INSURANCE" means the contract of insurance between the
Eligible Lender and the Secretary.

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

     "COUNTERPARTY" means any counterparty under a Derivative Product.

     "COUNTERPARTY DERIVATIVE PAYMENT" means any payment to be made to, or for
the benefit of, the Issuer under a Derivative Product.

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

     "CUSTODY AGREEMENT" means any Custodian Agreement among the Indenture
Trustee, the Eligible Lender Trustee, the Issuer and a Custodian.

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

                                        5
<Page>

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

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

     "DEPARTMENT" means the United States Department of Education, an agency of
the federal government.

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

     "DERIVATIVE PRODUCT" means a written contract or agreement between the
Issuer and a Counterparty, which provides that the Issuer's obligations
thereunder will be conditioned on the absence of (i) a failure by the
Counterparty to make any payment required thereunder when due and payable; or
(ii) a default thereunder with respect to the financial status of the
Counterparty, and:

          (a)  under which the Issuer is obligated to pay (whether on a net
     payment basis or otherwise) on one or more scheduled and specified
     Derivative Payment Dates, the Issuer Derivative Payments in exchange for
     the Counterparty's obligation to pay (whether on a net payment basis or
     otherwise), or to cause to be paid, to the Issuer, Counterparty Derivative
     Payments on one or more scheduled and specified Derivative Payment Dates in
     the amounts set forth in the Derivative Product;

          (b)  for which the Issuer's obligation to make Issuer Derivative
     Payments may be secured by a pledge of and lien on the Trust Estate on an
     equal and ratable basis with any class of the Issuer's Outstanding Notes
     and which Issuer Derivative Payments may be equal in priority with any
     priority classification of the Issuer's Outstanding Notes; and

          (c)  under which Counterparty Derivative Payments are to be made
     directly to the Indenture Trustee for deposit into the Revenue Fund.

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

     "DETERMINATION DATE" means with respect to (a) a principal payment date,
sixteen calendar days preceding such date, and (b) an interest payment date, the
third Business Day preceding such date.

     "ELIGIBLE INVESTMENTS" means book-entry securities, negotiable instruments
or securities represented by instruments in bearer or registered form which
evidence:

                                        6
<Page>

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

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

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

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

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

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

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

No obligation will be considered to be rated in the highest investment category
if it has an "r" highlighter affixed to its rating.

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

                                        7
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     "ELIGIBLE LENDER TRUSTEE" means Zions First National Bank, a national
banking association, not in its individual capacity but solely as Eligible
Lender Trustee under the Eligible Lender Trust Agreement.

     "ELIGIBLE LENDER TRUST AGREEMENT" means the Eligible Lender Trust Agreement
dated as of March 1, 2003 between the Issuer and the Eligible Lender Trustee.

     "EVENT OF BANKRUPTCY" means (a) the Issuer shall have commenced a voluntary
case or other proceeding seeking liquidation, reorganization, or other relief
with respect to itself or its debts under any bankruptcy, insolvency, or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian, or other similar official of it or any
substantial part of its property, or shall have made a general assignment for
the benefit of creditors, or shall have declared a moratorium with respect to
its debts or shall have failed generally to pay its debts as they become due, or
shall have taken any action to authorize any of the foregoing; or (b) an
involuntary case or other proceeding shall have been commenced against the
Issuer seeking liquidation, reorganization, or other relief with respect to it
or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian, or other similar official of it or any substantial part
of its property provided such action or proceeding is not dismissed within 60
days.

     "EVENTS OF DEFAULT" has the meaning set forth in Article VI hereof.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "FFELP LOAN" means a Student Loan made pursuant to the Higher Education
Act.

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

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

     "FISCAL YEAR" means the fiscal year of the Issuer as established from time
to time.

     "FITCH" means Fitch Ratings or any successor thereto.

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

                                        8
<Page>

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

     "GUARANTEE AGENCY" means any entity authorized to guarantee student loans
under the Higher Education Act and with which the Indenture Trustee maintains a
Guarantee Agreement.

     "GUARANTEE AGREEMENTS" means a Guarantee or lender agreement between the
Indenture Trustee and any Guarantee Agency, and any amendments thereto.

     "GUARANTEE PAYMENT" means any payment made by a Guarantee Agency pursuant
to a Guarantee Agreement in respect of a Student Loan.

     "HIGHER EDUCATION ACT" means the Higher Education Act of 1965, as amended,
together with any rules, regulations and interpretations thereunder.

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

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

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

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

     "INDEPENDENT" means, when used with respect to any specified Person, that
the Person (a) is in fact independent of the Issuer, any other obligor upon the
Notes, the Sponsor and any Affiliate of any of the foregoing Persons; (b) does
not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Sponsor or any Affiliate of
any of the foregoing Persons; and (c) is not connected with the Issuer, any such
other

                                        9
<Page>

obligor, the Sponsor or any Affiliate of any of the foregoing Persons as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.

     "INSOLVENCY EVENT" means, with respect to a specified Person, (a) the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in an
involuntary case under any applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or ordering the
winding-up or liquidation of such Person's affairs, and such decree or order
shall remain unstayed and in effect for a period of sixty consecutive days; or
(b) the commencement by such Person of a voluntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or the consent by such Person to the entry of an order for relief in an
involuntary case under any such law, or the consent by such Person to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or the making by such Person of any general
assignment for the benefit of creditors, or the failure by such Person generally
to pay its debts as such debts become due, or the taking of action by such
Person in furtherance of any of the foregoing.

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

     "INTEREST BENEFIT PAYMENT" means an interest payment on Student Loans
received pursuant to the Higher Education Act and an agreement with the federal
government, or any similar payments.

     "INTEREST SUBSIDY PAYMENTS" means payments, designated as such, consisting
of interest subsidies by the Department in respect of the Financed Student Loans
to the Eligible Lender Trustee on behalf of the Trust in accordance with the
Higher Education Act.

     "INVESTMENT AGREEMENT" means any investment agreement to which the Issuer
has received a Rating Confirmation.

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

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

     "ISSUER DERIVATIVE PAYMENT" means a payment required to be made by or on
behalf of the Issuer due to a Counterparty pursuant to a Derivative Product
(including termination payments to be made by or on behalf of the Issuer due as
a result of an Issuer default under the terms of a Derivative Product or an
Event of Bankruptcy, but NOT including termination payments to be

                                       10
<Page>

made by or on behalf of the Issuer due as a result of a Counterparty default
under the terms of a Derivative Product).

     "ISSUER ORDER" or "ISSUER REQUEST" means a written order or request signed
in the name of the Issuer by an Authorized Representative and delivered to the
Indenture Trustee.

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

     "JUNIOR-SUBORDINATE OBLIGATIONS" means Junior-Subordinate Notes and any
Derivative Product, the priority of payment of which is equal with that of any
series or subseries of Junior-Subordinate Notes.

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

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

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

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

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

     "MOODY'S" means Moody's Investors Service, Inc. and its successors and
assigns.

     "NOTE COUNSEL" means counsel to the Issuer.

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

                                       11
<Page>

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

     "NOTEHOLDER" or "HOLDER" means, with respect to a Note, the Person in whose
name a Note is registered in the Note registration books maintained by the
Indenture Trustee and, with respect to a Derivative Product, the Counterparty
thereunder. So long as the Notes are maintained in book entry form and such
Noteholder or Holder shall be deemed to be the Securities Depository

     "NOTES" means, collectively, the Senior Notes, the Subordinate Notes, the
Junior-Subordinate Notes and the Residual Notes.

     "OBLIGATIONS" means Senior Obligations, Subordinate Obligations,
Junior-Subordinate Obligations and Residual Obligations.

     "OFFICERS' CERTIFICATE" means (a) in the case of the Issuer, a certificate
signed by an Authorized Representative of the Issuer and delivered to the
Indenture Trustee; and (b) in the case of the Sponsor, the Servicer or the
Administrator, a certificate signed by any Authorized Officer of the Sponsor,
the Servicer or the Administrator, as appropriate.

     "OPERATING FUND" has the meaning set forth Section 5.05 hereof.

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

     "OUTSTANDING AMOUNT" or "OUTSTANDING" means the aggregate principal amount
of all Notes outstanding at the date of determination.

     "OWNER" means the Sponsor and each of its successors in interest as
beneficiaries of the Trust pursuant to the Trust Agreement.

     "OWNERSHIP PERCENTAGE" with respect to an Owner means the proportion
(expressed as a percentage) of the beneficial interest in the Trust held by such
Owner.

     "PAYMENT DATE" means, for any Note, any interest payment date or any
mandatory regularly scheduled principal payment date designated as such in a
Supplemental Indenture or its Stated Maturity.

                                       12
<Page>

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

     "PRINCIPAL REDUCTION PAYMENT DATE" means, for any Note, any date described
on a Supplemental Indenture for the payment of Principal Reduction Payments.

     "PRINCIPAL REDUCTION PAYMENTS" means principal payments made prior to a
Stated Maturity as set forth in a Supplemental Indenture.

     "PROCEEDING" means any suit in equity, action at law or other judicial or
administrative proceeding.

     "PROGRAM" means the Issuer's program for the purchase of Student Loans, as
the same may be modified from time to time.

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

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

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

                                       13
<Page>

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

     "RATING AGENCY CONDITION" means, with respect to any action, that each
Rating Agency shall have been given prior notice thereof and that each of the
Rating Agencies shall have issued a Rating Confirmation.

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

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

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

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

     "RESERVE FUND" has the meaning set forth in Section 5.04 hereof.

     "RESERVE FUND REQUIREMENT" means an amount, if any, required to be on
deposit in the Reserve Fund with respect to any Notes issued pursuant to the
Supplemental Indenture authorizing the issuance of such Notes.

     "RESIDUAL NOTES" means notes, the principal of and interest on which is
payable on a subordinated basis to the payment of the principal of and interest
on the Senior Notes, the Subordinate Notes and the Junior-Subordinate Notes and
any payments required to satisfy the Reserve Fund Requirement.

     "RESIDUAL OBLIGATIONS" means Residual Notes and any Derivative Product, the
priority of payment of which is equal with that of Residual Notes.

     "RESPONSIBLE OFFICER" with respect to the Indenture Trustee, means any
officer assigned to the Corporate Trust Office of the Indenture Trustee,
including any managing director, principal, vice president, assistant vice
president, assistant treasurer, assistant secretary, trust officer or any other
officer of the Indenture Trustee customarily performing functions similar to

                                       14
<Page>

those performed by any of the above designated officers and having direct
responsibility for the administration of the Indenture, and also, with respect
to a particular matter, any other officer, to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.

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

     "REVENUE FUND" has the meaning set forth in Section 5.03 hereof.

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

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

     "SECURITIES ACT" means the federal Securities Act of 1933, as amended.

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

     "SECURITIES EXCHANGE ACT" means the federal Securities Exchange Act of
1934, as amended.

     "SENIOR NOTES" means all Notes secured on a senior priority to the
Subordinate Obligations, the Junior-Subordinate Obligations and the Residual
Obligations.

     "SENIOR OBLIGATIONS" means Senior Notes and any Derivative Product, the
priority of payment of which is equal with that of Senior Notes.

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

     "SERVICER DEFAULT" means an event specified as such in the applicable
Servicing Agreement.

                                       15
<Page>

     "SERVICER REPORT" contains the information specified in the applicable
Subservicing Agreement.

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

     "SERVICING FEE" has the meaning specified in the applicable Servicing
Agreement.

     "SPECIAL ALLOWANCE PAYMENTS" means payments, designated as such, consisting
of effective interest subsidies by the Department in respect of the Financed
Student Loans to the Eligible Lender Trustee on behalf of the Trust in
accordance with the Higher Education Act.

     "SPONSOR" means GMAC ELF LLC, a Delaware limited liability company.

     "STATED MATURITY" means the date specified in the Notes as the fixed date
on which principal of such Notes is due and payable.

     "STATUTORY TRUST STATUTE" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., as the same may be amended from time to
time.

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

     "STUDENT LOAN ACQUISITION CERTIFICATE" means a certificate signed by an
Authorized Representative of the Issuer in substantially the form attached as
Exhibit A hereto.

     "SUBACCOUNT" means any of the subaccounts which may be created and
established within any Account or Fund by this Indenture.

     "SUBORDINATE NOTEHOLDER" means the Noteholder of a Subordinate Note.

     "SUBORDINATE NOTES" means any Notes secured on a priority subordinate to
the Senior Obligations and on a priority senior to the Junior-Subordinate
Obligations and the Residual Obligations.

     "SUBORDINATE OBLIGATIONS" means Subordinate Notes and any Derivative
Product, the priority of payment of which is equal with that of Subordinate
Notes.

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

     "SUBSERVICING AGREEMENT" means (a) the Student Loan Origination and
Servicing Agreement, dated as of January 28, 2003, as supplemented and amended
from time to time,

                                       16
<Page>

between the Servicer and Great Lakes Educational Loan Services, Inc.; (b) the
Subservicing Agreement, dated as of _________ __, 2003, as supplemented and
amended from time to time, between the Servicer and ACS Education Services,
Inc.; and (c) any other subservicing agreement entered into from time to time
between the Servicer and a Subservicer.

     "SUPPLEMENTAL INDENTURE" means an agreement supplemental to the Indenture,
executed pursuant to Article VIII of this Indenture.

     "TRANSFER DATE" means the day fixed for the transfer of any Student Loans
by the Sponsor to the Issuer pursuant to the Loan Sale Agreement.

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

     "TRUST AGREEMENT" means the Amended and Restated Trust Agreement dated as
of March 1, 2003, between the Sponsor and the Delaware Trustee.

     "TRUST CERTIFICATE" means a certificate evidencing the Ownership Percentage
of an Owner in substantially the form attached to the Trust Agreement.

     "TRUST ESTATE" means the property described as such in the granting clauses
hereto.

     "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939, as
amended from time to time.

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

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

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

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

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

                                       17
<Page>

     SECTION 1.02. USAGE.

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

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

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

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

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

                                   ARTICLE II

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

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

     SECTION 2.02. EXECUTION OF NOTES. The Notes shall be executed in the name
and on behalf of the Issuer by the manual or facsimile signature of any of its
Authorized Representative.

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Any Note may be signed, manually or by facsimile, or attested on behalf of the
Issuer by any person who, at the date of such act, shall hold the proper office,
notwithstanding that at the date of authentication, issuance or delivery, such
person may have ceased to hold such office.

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

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

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

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

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

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

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

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

     SECTION 2.06. INDENTURE TRUSTEE'S AUTHENTICATION CERTIFICATE. The Indenture
Trustee's authentication certificate upon any Notes shall be substantially in
the form provided in the Supplemental Indenture authorizing the issuance of such
Notes. No Note shall be secured hereby or entitled to the benefit hereof, or
shall be valid or obligatory for any purpose, unless a certificate of
authentication, substantially in such form, has been duly executed by the
Indenture Trustee; and such certificate of the Indenture Trustee upon any Note
shall be conclusive evidence and the only competent evidence that such Note has
been authenticated and delivered hereunder and under a Supplemental Indenture.
The Indenture Trustee's certificate of authentication shall be deemed to have
been duly executed by it if manually signed by an authorized officer or

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signatory of the Indenture Trustee, but it shall not be necessary that the same
person sign the certificate of authentication on all of the Notes issued
hereunder.

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

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

     SECTION 2.09. ISSUANCE OF NOTES.

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

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

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

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          and selection provisions applicable to such Notes, and the Reserve
          Fund Requirement with respect to such Notes, if any.

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

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

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

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

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

                                   ARTICLE III

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

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

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

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

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

     SECTION 3.03. DERIVATIVE PRODUCTS; COUNTERPARTY DERIVATIVE PAYMENTS; ISSUER
DERIVATIVE PAYMENTS. The Issuer hereby authorizes and directs the Indenture
Trustee to acknowledge to any Derivative Product hereafter entered into by the
Issuer and a Counterparty under which (a) the Issuer may be required to make,
from time to time, Issuer Derivative Payments; and (b) the Indenture Trustee may
receive, from time to time, Counterparty Derivative Payments for the account of
the Issuer. No Derivative Product shall be entered into unless (i) the Indenture
Trustee shall have received a Rating Confirmation from each Rating Agency that
such Derivative Product will not adversely affect the Rating on any of the
Notes; and (ii) all Issuer Derivative Payments and Counterparty Derivative
Payments are made on the third Business Day immediately preceding a Payment
Date. Anything in this Indenture to the contrary notwithstanding, any Revenues
representing Counterparty Derivative Payments shall not be available to make an
Issuer Derivative Payment or to pay any other amounts owed to a Counterparty
under a Derivative Product.

     No later than the fourth Business Day immediately preceding each Payment
Date on which a Counterparty Derivative Payment or Issuer Derivative Payment is
due pursuant to the

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applicable Derivative Product through and including the termination date of a
Derivative Product, the Issuer shall give written notice to the Indenture
Trustee stating either (a) the amount of any Counterparty Derivative Payment due
to be received by the Indenture Trustee for the account of the Issuer on the
third Business Day immediately preceding such Payment Date; or (b) the amount of
any Issuer Derivative Payment to be paid to the Counterparty on the third
Business Day immediately preceding such Payment Date. If the Indenture Trustee
fails to receive such written notification from the Issuer by the end of such
fourth Business Day, it shall immediately notify the Issuer of such fact in
writing.

     On the third Business Day immediately preceding each Payment Date on which
a Counterparty Derivative Payment is due pursuant to the applicable Derivative
Product in accordance with the written notification received from the Issuer,
the Indenture Trustee shall deposit all moneys received representing such
Counterparty Derivative Payment in the Revenue Fund to be applied in accordance
with the provisions of Section 5.03 hereof. The Indenture Trustee shall notify
the Issuer on such Business Day, if (a) the amount received from the
Counterparty is not equal to the amount specified in the written notification of
the Issuer, (b) no amount is received from the Counterparty, or (c) the amount
received is not received in immediately available funds.

     On the third Business Day immediately preceding any Payment Date with
respect to which an Issuer Derivative Payment is due in accordance with the
written notification received from the Issuer or, with respect to a payment in
respect of an early termination date due pursuant to the terms of a Derivative
Product from the Issuer, the Indenture Trustee shall make payment to the
Counterparty from moneys in the Revenue Fund of the amount of the Issuer
Derivative Payment specified in such written notification of the Issuer, due on
such date by the deposit or wire transfer of immediately available funds to the
credit of the account of the Counterparty specified in such written notification
of the Issuer, but only to the extent such payment will not result in a
deficiency in the amount due on the next succeeding Payment Date to the
Noteholders of any class of Obligations having a priority equal to or higher
than such Counterparty under such Derivative Product.

                                   ARTICLE IV

                       PROVISIONS APPLICABLE TO THE NOTES;
                              DUTIES OF THE ISSUER

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

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

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

     SECTION 4.04. FURTHER COVENANTS OF THE ISSUER.

          (a)  The Issuer will cause financing statements and continuation
     statements with respect thereto at all times to be filed in the office of
     the Secretary of the State of Delaware and any other jurisdiction necessary
     to perfect and maintain the security interest granted by the Issuer
     hereunder.

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

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

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

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

          (f)  The Issuer shall cause an annual audit to be made by an
     independent auditing firm of national reputation and file one copy thereof
     with the Indenture Trustee

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     and each Rating Agency within 150 days of the close of each Fiscal Year.
     The Indenture Trustee shall be under no obligation to review or otherwise
     analyze such audit.

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

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

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

     SECTION 4.05. ENFORCEMENT OF THE SERVICING AGREEMENT. Regardless of whether
the Issuer is otherwise in default under this Indenture, the Issuer shall comply
with and shall require the Servicer to comply with the following:

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

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

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

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

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

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

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

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

     SECTION 4.07. ADDITIONAL COVENANTS WITH RESPECT TO THE ACT. The Issuer
covenants that it will cause the Indenture Trustee to be, or replace the
Indenture Trustee with, an Eligible Lender under the Act, that it will acquire
or cause to be acquired Student Loans originated and held only by an Eligible
Lender and that it will not dispose of or deliver any Financed Student Loans or
any security interest in any such Financed Student Loans to any party who is not
an Eligible Lender so long as the Act or Regulations adopted thereunder require
an Eligible Lender to be the owner or holder of Guaranteed Student Loans;
provided, however, that nothing above shall prevent the Issuer from delivering
the Student Loans to the Servicer or the Guarantee Agency. The Noteholders shall
not in any circumstances be deemed to be the owner or holder of the Guaranteed
Student Loans.

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

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

          (b)  the Issuer, through its Authorized Representative, shall cause to
     be diligently enforced, and shall cause to be taken all reasonable steps,
     actions and proceedings necessary or appropriate for the enforcement of all
     terms, covenants and conditions of all Financed Student Loans and
     agreements in connection therewith, including the prompt payment of all
     principal and interest payments and all other amounts due thereunder;

          (c)  the Issuer, through its Authorized Representative, shall cause
     the Financed Student Loans to be serviced by entering into the Servicing
     Agreement or other

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     agreement with the Servicer, which Servicing Agreement shall require the
     Servicer to cause Subservicer to service the Financed Student Loans and
     provide for the collection of payments made for, and the administration of
     the accounts of, the Financed Student Loans;

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

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

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

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

     SECTION 4.08. FINANCED STUDENT LOANS; COLLECTIONS THEREOF; ASSIGNMENT
THEREOF. The Issuer, through the Subservicers, shall diligently collect all
principal and interest payments on all Financed Student Loans, and all Interest
Benefit Payments, insurance, guarantee and default claims and Special Allowance
Payments which relate to such Financed Student Loans. The Issuer shall cause the
filing and assignment of such claims (prior to the timely filing

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deadline for such claims under the Regulations) by the Subservicers. The Issuer
will comply with the Act and Regulations which apply to the Program and to such
Financed Student Loans.

     SECTION 4.09. APPOINTMENT OF AGENTS, ETC. The Issuer shall employ and
appoint all employees, agents, consultants and attorneys which it may consider
necessary.

     SECTION 4.10. CAPACITY TO SUE. The Issuer shall have the power and capacity
to sue and to be sued on matters arising out of or relating to the financing of
the Financed Student Loans.

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

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

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

     SECTION 4.13. REPRESENTATIONS; NEGATIVE COVENANTS.

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

               (i)     ORGANIZATION AND GOOD STANDING. The Issuer is duly
          organized and validly existing as a Delaware statutory trust and has
          the power and authority

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<Page>

          to own its assets and to transact the business in which it presently
          engages and is proposed to be conducted pursuant to this Indenture.

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

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

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

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

               (vi)    NO PROCEEDINGS. There are no proceedings, injunctions,
          writs, restraining orders or investigations to which the Issuer or any
          of such entity's affiliates is a party pending, or, to the best of
          such entity's knowledge, threatened, before any court, regulatory
          body, administrative agency, or other tribunal or governmental
          instrumentality (A) asserting the invalidity of this Indenture; (B)
          seeking to prevent the issuance of any Notes or the consummation of
          any of the transactions contemplated by this Indenture; or (C) seeking
          any determination

                                       30
<Page>

          or ruling that might materially and adversely affect the performance
          by the Issuer of its obligations under, or the validity or
          enforceability of this Indenture.

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

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

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

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

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

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

               (xiii)  VALID BUSINESS REASONS; NO FRAUDULENT TRANSFERS. The
          transactions contemplated by this Indenture are in the ordinary course
          of the Issuer's business and the Issuer has valid business reasons for
          granting the Trust Estate pursuant to this Indenture. At the time of
          each such grant: (A) the Issuer granted the Trust Estate to the
          Indenture Trustee without any intent to hinder,

                                       31
<Page>

          delay or defraud any current or future creditor of the Issuer; (B) the
          Issuer was not insolvent and did not become insolvent as a result of
          any such grant; (C) the Issuer was not engaged and was not about to
          engage in any business or transaction for which any property remaining
          with such entity was an unreasonably small capital or for which the
          remaining assets of such entity are unreasonably small in relation to
          the business of such entity or the transaction; (D) the Issuer did not
          intend to incur, and did not believe or should not have reasonably
          believed, that it would incur, debts beyond its ability to pay as they
          become due; and (E) the consideration received by the Issuer for the
          grant of the Trust Estate was reasonably equivalent to the value of
          the related grant.

               (xiv)   NO MANAGEMENT OF AFFAIRS OF SPONSOR. The Issuer is not
          and will not be involved in the day-to-day management of the Sponsor.

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

               (xvi)   FINANCIAL CONDITION. No material adverse change has
          occurred in the Issuer's financial status since the date of its
          formation.

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

               (xviii) ACQUISITION OF FINANCED STUDENT LOANS LEGAL. The Issuer
          has complied with all applicable federal, state and local laws and
          regulations in connection with its acquisition of the Financed Student
          Loans from the Sponsor.

          (b)  The Issuer will not:

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

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

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

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

                                       32
<Page>

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

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

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

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

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

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

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

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

               (i)     FINANCED STUDENT LOANS. Notwithstanding the definition of
          "Student Loans" herein, the Issuer covenants not to acquire Student
          Loan delinquent by more than 91 days.

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<Page>

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

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

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

               (v)     TRANSFER NOT SUBJECT TO BULK TRANSFER ACT. Each grant of
          the Financed Student Loans by the Issuer pursuant to this Indenture is
          not subject to the bulk transfer act or any similar statutory
          provisions in effect in any applicable jurisdiction.

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

               (vii)   NOT AN INVESTMENT COMPANY. The Issuer is not an
          "investment company" within the meaning of the Investment Company Act
          of 1940, as amended, or is exempt from all provisions of such Act.

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

               (ix)    VALID SECURITY INTEREST. This Indenture creates a valid
          and continuing security interest (as defined in the Uniform Commercial
          Code as in

                                       34
<Page>

          effect in the State of Delaware) in the Financed Student Loans in
          favor of the Indenture Trustee, and is enforceable as such against any
          creditors of the Issuer.

     SECTION 4.14. ADDITIONAL COVENANTS. So long as any of the Notes are
Outstanding:

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

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

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

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

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

          (f)  The Issuer shall maintain its records and books of account and
     shall not commingle its records and books of account with the records and
     books of account of any other Person. The books of the Issuer may be kept
     (subject to any provision contained in the statutes) inside or outside of
     Delaware at such place or places as may be designated from time to time by
     the Issuer.

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

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

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

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

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<Page>

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

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

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

     SECTION 4.16. REPORTS BY ISSUER. The Issuer will:

          (a)  file with the Indenture Trustee, within 15 days after the Issuer
     is required to file the same with the Commission, copies of the annual
     reports and of the information, documents and other reports (or copies of
     such portions of any of the foregoing as the Commission may from time to
     time by rules and regulations prescribe), if any, which the Issuer may be
     required to file with the Commission pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act;

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

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

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

                                       36
<Page>

     SECTION 4.17. STATEMENT AS TO COMPLIANCE. The Issuer will deliver to the
Indenture Trustee, within 150 days after the end of each fiscal year, a brief
certificate from an Authorized Officer as to his or her knowledge stating the
Issuer is in compliance with all conditions and covenants under this Indenture
and, in the event of any noncompliance, specifying such noncompliance and the
nature and status thereof. For purposes of this Section 4.17, such compliance
shall be determined without regard to any period of grace or requirement of
notice under this Indenture.

     SECTION 4.18. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
INDENTURE TRUSTEE. The Issuer covenants that if:

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

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

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

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

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

     SECTION 4.19. REPRESENTATIONS OF THE ISSUER REGARDING THE INDENTURE
TRUSTEE'S SECURITY INTEREST. The Issuer hereby represents and warrants for the
benefit of the Indenture Trustee and the Noteholders as follows:

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<Page>

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

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

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

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

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

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

     (g)  Other than the security interest granted to the Indenture Trustee
pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted
a security interest in, or otherwise conveyed any of the Financed Student Loans.
The Issuer has not authorized the filing of and is not aware of any financing
statements against the Issuer that include a description of collateral covering
the Financed Student Loans other than any financing statement relating to the
security interest granted to the Indenture Trustee hereunder or that has been
terminated. The Issuer is not aware of any judgment or tax lien filings against
the Issuer.

     SECTION 4.20. COVENANTS OF THE ISSUER REGARDING THE INDENTURE TRUSTEE'S
SECURITY INTEREST. The Issuer hereby covenants for the benefit of the Indenture
Trustee and the Noteholders as follows:

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

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

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

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

     SECTION 4.22. OPINIONS AS TO INDENTURE TRUST ESTATE.

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

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

                                    ARTICLE V

                                      FUNDS

     SECTION 5.01. CREATION AND CONTINUATION OF FUNDS AND ACCOUNTS.

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

               (i)    Acquisition Fund;

               (ii)   Revenue Fund; and

               (iii)  Reserve Fund.

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<Page>

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

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

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

     Moneys on deposit in the Acquisition Fund shall be used, (i) upon Issuer
Order, solely to pay costs of issuance of the Notes, (ii) to redeem Notes in
accordance with the provisions of any Supplemental Indenture, (iii) to make
Principal Reduction Payments on any Principal Reduction Payment Date in
accordance with the provisions of any Supplemental Indenture, and, (iv) upon
receipt by the Indenture Trustee of a Student Loan Acquisition Certificate, to
acquire Student Loans at a price which would permit the results of cash flow
analyses provided to each Rating Agency on any Closing Date to be sustained as
certified to the Indenture Trustee on the Student Loan Acquisition Certificate;
provided that such price may be increased if Rating Confirmation is obtained,
based on new cash flow analyses containing such assumptions as the Issuer shall
reasonably determine. Any such Issuer Order or Student Loan Acquisition
Certificate shall state that such proposed use of moneys in the Acquisition Fund
is in compliance with the provisions of this Indenture. If the Issuer determines
that all or any portion of such moneys cannot be so used, then an Authorized
Representative of the Issuer may, by Issuer Order, direct the Indenture Trustee
to redeem Notes in accordance with any Supplemental Indenture.

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

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

                                       40
<Page>

     SECTION 5.03. REVENUE FUND.

          (a)  The Indenture Trustee shall deposit into the Revenue Fund amounts
     described in any Supplemental Indenture, all Revenues derived from Financed
     Student Loans acquired by the Issuer, all other Revenue derived from moneys
     or assets on deposit in the Acquisition Fund and the Reserve Fund, all
     Counterparty Derivative Payments and any other amounts deposited thereto
     upon receipt of an Issuer Order. All Recoveries of Principal constituting a
     portion of the Revenue deposited in the Revenue Fund and so identified to
     the Indenture Trustee by the Administrator shall be transferred, as soon as
     practicable, to the Acquisition Fund. Upon receipt of an Issuer Order
     substantially in the form of Exhibit B hereto, directing the same, moneys
     in the Revenue Fund shall be used, on any date, to make a transfer to the
     Operating Fund, subject to Section 5.05 hereof. Upon receipt of an Issuer
     Order directing the same, moneys in the Revenue Fund shall be used, on any
     date, to fund Add-on Consolidation Loans during the related Add-on Period.
     The Issuer shall provide the Indenture Trustee with an Issuer Order with
     respect to all Issuer Derivative Payments and carry-over interest amounts,
     which Issuer Order the Indenture Trustee may conclusively rely on.

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

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

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

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

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

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

               (vi)   on a parity basis, to pay the principal of or premium, if
          any, on any Junior-Subordinate Notes due on such Payment Date (if such
          Payment Date is a

                                       41
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          Stated Maturity or mandatory sinking fund redemption date with respect
          to such Junior-Subordinate Notes);

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

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

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

               (x)    upon receipt of an Issuer Order, to pay termination
          payments due on a Derivative Payment Date as a result of a
          Counterparty default under the terms of a Derivative Product in the
          following order of priority: FIRST, to a Counterparty who has provided
          a Derivative Product secured on a parity with the Senior Notes;
          SECOND, to a Counterparty who has provided a Derivative Product
          secured on a parity with the Subordinate Notes; THIRD, to a
          Counterparty who has provided a Derivative Product secured on a parity
          with the Junior-Subordinate Notes; and FOURTH, to a Counterparty who
          has provided a Derivative Product secured on a parity with the
          Residual Notes;

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

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

     SECTION 5.04. RESERVE FUND.

          (a)  The Indenture Trustee shall deposit to the Reserve Fund the
     amount, if any, specified in each Supplemental Indenture. On each Payment
     Date, to the extent there are insufficient moneys in the Revenue Fund to
     make the transfers required by

                                       42
<Page>

     Sections 5.03(b)(i) through (vi) hereof, then, the amount of such
     deficiency shall be paid directly from the Reserve Fund if such deficiency
     has not been paid from the Acquisition Fund.

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

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

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

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

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

     SECTION 5.05. OPERATING FUND. The Indenture Trustee shall deposit to the
Operating Fund or transfer to the Issuer's depository bank if not the Indenture
Trustee, the amount, if any, specified in each Supplemental Indenture. The
Operating Fund is a special fund created with a depository bank of the Issuer.
The Operating Fund shall be held by such depository bank of the Issuer, and no
Noteholder shall have any right, title or interest in the Operating Fund.
Amounts deposited in the Operating Fund shall be used to pay Program Expenses.

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

     At any time in order to meet expenses which have been incorporated in an
amended budget, the Issuer may requisition from the Indenture Trustee the amount
which it is anticipated will be required to pay the Program Expenses not in
excess of the amount budgeted with respect

                                       43
<Page>

to the Notes for the period to the next deposit into the Operating Fund. The
requisition, in the form of an Issuer Order, shall include a statement that the
amount requisitioned, when combined with the amount requisitioned previously in
the Fiscal Year, does not exceed the amount currently budgeted for that year as
Program Expenses or as may be further limited by a Supplemental Indenture.

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

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

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

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

     The Eligible Investments purchased shall be held by the Indenture Trustee
and shall be deemed at all times to be part of such Fund or Account or
Subaccounts or combination thereof, and the Indenture Trustee shall inform the
Issuer of the details of all such investments. Upon direction in writing from an
Authorized Representative of the Issuer, the Indenture Trustee shall use its
best efforts to sell at the best price obtainable, or present for redemption,
any Eligible

                                       44
<Page>

Investments purchased by it as an investment whenever it shall be necessary to
provide money to meet any payment from the applicable Fund. The Indenture
Trustee shall advise the Issuer in writing, on or before the fifteenth day of
each calendar month (or such later date as reasonably consented to by the
Issuer), of all investments held for the credit of each Fund in its custody
under the provisions of this Indenture as of the end of the preceding month and
the value thereof, and shall list any investments which were sold.

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

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

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

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

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

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

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

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

                      (A)  by physical delivery of such certificated security to
               the Indenture Trustee, provided that if the certificated security
               is in registered

                                       45
<Page>

               form, it shall be endorsed to, or registered in the name of, the
               Indenture Trustee or endorsed in blank;

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

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

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

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

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

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

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

                      (A)  if a securities intermediary

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

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

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

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

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

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

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

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

                                       47
<Page>

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

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

     SECTION 5.10. PURCHASE OF NOTES. Pursuant to this Indenture, any amounts
held under this Indenture which are available to redeem Notes may instead be
used to purchase Notes outstanding under this Indenture at the same times and
subject to the same conditions (except as to price) as apply to the redemption
of Notes.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

     SECTION 6.01. EVENTS OF DEFAULT DEFINED. For the purpose of this Indenture,
the following events are hereby defined as, and are declared to be, "Events of
Default":

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

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

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

          (d)  if no Senior Obligations, Subordinate Obligations or Junior
     Subordinate Obligations are Outstanding hereunder, default in the due and
     punctual payment of the

                                       48
<Page>

     principal of or interest on any of the Residual Notes or failure to make
     any payment due under any other Residual Obligation when due (other than
     the failure to make Principal Reduction Payments);

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

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

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

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

     SECTION 6.02. REMEDY ON DEFAULT; POSSESSION OF TRUST ESTATE. Subject to
Section 6.09 hereof, upon the happening and continuance of any Event of Default,
the Indenture Trustee personally or by its attorneys or agents may enter into
and upon and take possession of such portion of the Trust Estate as shall be in
the custody of others, and all property comprising the Trust Estate, and each
and every part thereof, and exclude the Issuer and its agents, servants, and
employees wholly therefrom, and have, hold, use, operate, manage and control the
same and each and every part thereof, and in the name of the Issuer or
otherwise, as they shall deem best, conduct the business thereof and exercise
the privileges pertaining thereto and all the rights and powers of the Issuer
and use all of the then existing Trust Estate for that purpose, and collect and
receive all charges, income and Revenue of the same and of every part thereof,
and after deducting therefrom all fees and expenses incurred hereunder and all
other proper outlays herein authorized, and all payments which may be made as
just and reasonable compensation for its own services, and for the services of
its attorneys, agents, and assistants (and any other amounts due and owing
including amounts due and owing to the Delaware Trustee and its counsel), the
Indenture Trustee shall apply the rest of the money received by the Indenture
Trustee as follows:

          (a)  if the principal of none of the Obligations shall have become
     due, FIRST, to the payment of the interest in default on the Senior Notes
     and to the payment of all Issuer Derivative Payments secured on a parity
     with the Senior Notes then due, in order of the maturity of the
     installments thereof, with interest on the overdue installments thereof at
     the same rates, respectively, as were borne by the Senior Notes on which
     such interest shall be in default and any such Issuer Derivative Payments
     as provided in the ISDA Master Agreement then due, such payments to be made
     ratably to the parties entitled thereto without discrimination or
     preference, SECOND, to the payment of the interest in

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     default on the Subordinate Notes and to the payment of all Issuer
     Derivative Payments secured on a parity with the Subordinate Notes then
     due, in order of the maturity of the installments of such interest and any
     such Issuer Derivative Payments, with interest on the overdue installments
     thereof at the same rates, respectively, as were borne by the Subordinate
     Notes on which such interest shall be in default and any such Issuer
     Derivative Payments then due, such payments to be made ratably to the
     parties entitled thereto without discrimination or preference, THIRD, to
     the payment of the interest in default on the Junior-Subordinate Notes and
     to the payment of all Issuer Derivative Payments secured on a parity with
     such Junior-Subordinate Notes, if any, then due, in order of the maturity
     of the installments of such interest and any such Issuer Derivative
     Payments, with interest on the overdue installments thereof at the same
     rates, respectively, as were borne by the Junior-Subordinate Notes on which
     such interest shall be in default and any such Issuer Derivative Payments
     then due, such payments to be made ratably to the parties entitled thereto
     without discrimination or preference, except as may be provided in a
     Supplemental Indenture, FOURTH, to the payment of the interest in default
     on the Residual Notes and to the payment of all Issuer Derivative Payments
     secured on a parity with Residual Notes, if any, then due, in order of the
     maturity of the installments of such interest and any such Issuer
     Derivative Payments, with interest on the overdue installments thereof at
     the same rates, respectively, as were borne by the Residual Notes on which
     such interest shall be in default and any such Issuer Derivative Payments
     then due, such payments to be made ratably to the parties entitled thereto
     without discrimination or preference, except as may be provided in a
     Supplemental Indenture, FIFTH, to pay termination payments due as a result
     of a Counterparty default under a Derivative Product secured on a parity
     with the Senior Notes, SIXTH, to pay termination payments due as a result
     of a Counterparty default under a Derivative Product secured on a parity
     with the Subordinate Notes, SEVENTH to pay termination payments due as a
     result of a Counterparty default under a Derivative Product secured on a
     parity with the Junior-Subordinate Notes, and EIGHTH, to pay termination
     payments due as a result of a Counterparty default under a Derivative
     Product secured on a parity with the Residual Notes; and

          (b)  if the principal of any of the Obligations shall have become due
     by declaration of acceleration or otherwise, FIRST to the payment of the
     interest in default on the Senior Notes and all Issuer Derivative Payments
     secured on a parity with the Senior Notes then due, in the order of the
     maturity of the installments thereof, with interest on overdue installments
     thereof at the same rates, respectively, as were borne by the Senior Notes
     on which such interest shall be in default and such Issuer Derivative
     Payments as provided in the ISDA Master Agreement then due, as the case may
     be, SECOND, to the payment of the principal of all Senior Notes then due
     and any amount owed to a Counterparty secured on a parity with Senior
     Obligations under the ISDA Master Agreement, such payments to be made
     ratably to the parties entitled thereto without discrimination or
     preference, THIRD, to the payment of the interest in default on the
     Subordinate Notes and all Issuer Derivative Payments secured on a parity
     with the Subordinate Notes then due, in the order of the maturity of the
     installments thereof with interest on overdue installments thereof at the
     same rates, respectively, as were borne by the Subordinate Notes on which
     such interest shall be in default and such Issuer Derivative Payments as
     provided in the ISDA Master Agreement then due, as the case

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     may be, FOURTH, to the payment of the principal of all Subordinate Notes
     then due and any amount owed to a Counterparty secured on a parity with
     Subordinate Obligations under the ISDA Master Agreement, such payments to
     be made ratably to the parties entitled thereto without discrimination or
     preference, FIFTH, to the payment of the interest in default on the
     Junior-Subordinate Notes and all Issuer Derivative Payments secured on a
     parity with such Junior-Subordinate Notes then due, in the order of the
     maturity of the installments thereof, with interest on overdue installments
     thereof at the same rates, respectively, as were borne by the
     Junior-Subordinate Notes on which such interest shall be in default and
     such Issuer Derivative Payments as provided in the ISDA Master Agreement
     then due, as the case may be, SIXTH, to the payment of the principal of all
     Junior-Subordinate Notes then due and any amount owed to a Counterparty
     secured on a parity with Junior-Subordinate Obligations under the ISDA
     Master Agreement, such payments to be made ratably to the parties entitled
     thereto without discrimination or preference, SEVENTH, to the payment of
     the interest in default on the Residual Notes and all Issuer Derivative
     Payments secured on a parity with such Residual Notes then due, in the
     order of the maturity of the installments thereof at the same rates,
     respectively, as were borne by the Residual Notes on which such interest
     shall be in default and such Issuer Derivative Payments as provided in the
     ISDA Master Agreement then due, as the case may be, and EIGHTH, to the
     payment of the principal of all Residual Notes then due and any amount owed
     to a Counterparty secured on a parity with the Residual Notes under the
     ISDA Master Agreement, such payments to be made ratably to the parties
     entitled thereto without discrimination or preference, except as may be
     provided in a Supplemental Indenture, NINTH, to pay interest accrued on the
     carryover amounts of the Senior notes, the carryover amounts of the Senior
     Notes, to pay interest accrued on the carryover amounts of the Subordinate
     Notes, the carryover amounts of the Subordinate Notes, to pay interest
     accrued on the carryover amounts of the Junior-Subordinate Notes, the
     carryover amounts of the Junior-Subordinate Notes, in that order of
     priority, TENTH, to pay termination payments due as a result of a
     Counterparty default under a Derivative Product secured on a parity with
     the Senior Notes, ELEVENTH, to pay termination payments due as a result of
     a Counterparty default under a Derivative Product secured on a parity with
     the Subordinate Notes, TWELFTH to pay termination payments due as a result
     of a Counterparty default under a Derivative Product secured on a parity
     with the Junior-Subordinate Notes, and THIRTEENTH, to pay termination
     payments due as a result of a Counterparty default under a Derivative
     Product secured on a parity with the Residual Notes.

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

     SECTION 6.04. REMEDIES ON DEFAULT; SALE OF TRUST ESTATE. Upon the happening
of any Event of Default and if the principal of all of the Outstanding
Obligations shall have been

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

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

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

     SECTION 6.07. PURCHASE OF PROPERTIES BY INDENTURE TRUSTEE OR NOTEHOLDERS.
In case of any such sale of the Trust Estate, any Noteholder or Noteholders or
committee of Noteholders or the Indenture Trustee, may bid for and purchase such
property and upon compliance with the terms of sale may hold, retain possession,
and dispose of such property as the absolute right of

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the purchaser or purchasers without further accountability and shall be
entitled, for the purpose of making any settlement or payment for the property
purchased, to use and apply any Obligations hereby secured and any interest
thereon due and unpaid, by presenting such Obligations in order that there may
be credited thereon the sum apportionable and applicable thereto out of the net
proceeds of such sale, and thereupon such purchaser or purchasers shall be
credited on account of such purchase price payable to him or them with the sum
apportionable and applicable out of such net proceeds to the payment of or as a
credit on the Obligations so presented.

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

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

     SECTION 6.10. REMEDIES NOT EXCLUSIVE. The remedies herein conferred upon or
reserved to the Indenture Trustee or the Noteholders of Obligations are not
intended to be exclusive of any other remedy, but each remedy herein provided
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing, and every power and remedy hereby given
to the Indenture Trustee or to the Noteholders of Obligations, or any supplement
hereto, may be exercised from time to time as often as may be deemed expedient.
No delay or omission of the Indenture Trustee or of any Noteholder of
Obligations to exercise any power or right arising from any default hereunder
shall impair any such right or power or shall be construed to be a waiver of any
such default or to be acquiescence therein.

     SECTION 6.11. DIRECTION OF INDENTURE TRUSTEE. Upon the happening of any
Event of Default, the Noteholders of at least a majority of the principal amount
of the Highest Priority Obligations then Outstanding, shall have the right by an
instrument or instruments in writing delivered to the Indenture Trustee to
direct and control the Indenture Trustee as to the method of taking any and all
proceedings for any sale of any or all of the Trust Estate, or for the
appointment of a receiver, if permitted by law, and may at any time cause any
proceedings authorized by the terms hereof to be so taken or to be discontinued
or delayed; provided, however, that such Noteholders shall not be entitled to
cause the Indenture Trustee to take any proceedings which in the Indenture
Trustee's opinion would be unjustly prejudicial to non-assenting Noteholders of
Obligations, but the Indenture Trustee shall be entitled to assume that the
action requested by the Noteholders of at least a majority of the principal
amount of the Highest Priority Obligations then Outstanding will not be
prejudicial to any non-assenting Noteholders unless the Noteholders of at least
a majority of the principal amount of the non-assenting Noteholders of such
Obligations, in writing, show the Indenture Trustee how they will

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be prejudiced. Anything in this Indenture to the contrary notwithstanding, the
Noteholders of at least a majority of the principal amount of the Highest
Priority Obligations then Outstanding together with the Noteholders of at least
a majority of the principal amount of all other Obligations then Outstanding
shall have the right, at any time, by an instrument or instruments in writing
executed and delivered to the Indenture Trustee, to direct the method and place
of conducting all proceedings to be taken in connection with the enforcement of
the terms and conditions of this Indenture, or for the appointment of a receiver
or any other proceedings hereunder, provided that such direction shall not be
otherwise than in accordance with the provisions of law and of this Indenture.
The provisions of this Section 6.11 shall be expressly subject to the provisions
of Sections 7.01(c) and 7.05 hereof.

     SECTION 6.12. RIGHT TO ENFORCE IN INDENTURE TRUSTEE. No Noteholder of any
Obligation shall have any right as such Noteholder to institute any suit,
action, or proceedings for the enforcement of the provisions of this Indenture
or for the execution of any trust hereunder or for the appointment of a receiver
or for any other remedy hereunder, all rights of action hereunder being vested
exclusively in the Indenture Trustee, unless and until the Indenture Trustee
fails to institute an action or suit after (a) the Noteholders of at least 25%
of the Notes shall have previously given to the Indenture Trustee written notice
of a default hereunder, and of the continuance thereof; (b) the Noteholders of
at least 25% of the Notes shall have made written request upon the Indenture
Trustee and the Indenture Trustee shall have been afforded reasonable
opportunity to institute such action, suit or proceeding in its own name; and
(c) the Indenture Trustee shall have been offered indemnity and security
satisfactory to it against the costs, expenses, and liabilities to be incurred
therein or thereby, which offer of indemnity shall be an express condition
precedent hereunder to any obligation of the Indenture Trustee to take any such
action hereunder, and the Indenture Trustee for 30 days after receipt of such
notification, request, and offer of indemnity, shall have failed to institute
any such action, suit or proceeding. It is understood and intended that no one
or more Noteholders of the Obligations shall have the right in any manner
whatever by his or their action to affect, disturb, or prejudice the lien of
this Indenture or to enforce any right hereunder except in the manner herein
provided and for the equal benefit of the Noteholders of not less than a
majority of the principal amount of the Obligations then Outstanding.

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

     SECTION 6.13. PHYSICAL POSSESSION OF OBLIGATIONS NOT REQUIRED. In any suit
or action by the Indenture Trustee arising under this Indenture or on all or any
of the Obligations issued hereunder, or any supplement hereto, the Indenture
Trustee shall not be required to produce such Obligations, but shall be entitled
in all things to maintain such suit or action without their production.

     SECTION 6.14. WAIVERS OF EVENTS OF DEFAULT. The Indenture Trustee may in
its discretion waive any Event of Default hereunder and its consequences and
rescind any declaration of acceleration of Obligations, and shall do so upon the
written request of the Noteholders of at least a majority of the principal
amount of the Highest Priority Obligations then Outstanding; provided, however,
that there shall not be waived (a) any Event of Default in

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the payment of the principal of or premium on any Outstanding Obligations at the
date of maturity or redemption thereof, or any default in the payment when due
of the interest on any such Obligations, unless prior to such waiver or
rescission, all arrears of interest or all arrears of payments of principal and
premium, if any, and all fees, expenses of the Indenture Trustee, in connection
with such default shall have been paid or provided for; or (b) any default in
the payment of amounts set forth in Section 7.05 hereof. In case of any such
waiver or rescission, or in case any proceedings taken by the Indenture Trustee
on account of any such default shall have been discontinued or abandoned or
determined adversely to the Indenture Trustee, then and in every such case the
Issuer, the Indenture Trustee and the Noteholders of Obligations shall be
restored to their former positions and rights hereunder respectively, but no
such waiver or rescission shall extend to or affect any subsequent or other
default, or impair any rights or remedies consequent thereon.

                                   ARTICLE VII

                              THE INDENTURE TRUSTEE

     SECTION 7.01. ACCEPTANCE OF TRUST. The Indenture Trustee hereby accepts the
trusts imposed upon it by this Indenture, and agrees to perform said trusts, but
only upon and subject to the following terms and conditions:

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

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

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

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

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

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

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

     SECTION 7.04. INDENTURE TRUSTEE MAY ACT THROUGH AGENTS. The Indenture
Trustee may execute any of the trusts or powers hereof and perform any duty
hereunder, either itself or by or through its attorneys, agents, or employees,
and it shall not be answerable or accountable for any default, neglect, or
misconduct of any such attorneys, agents, or employees, if reasonable care has
been exercised in the appointment, supervision, and monitoring of the work
performed. All reasonable costs incurred by the Indenture Trustee and all
reasonable compensation to all such persons as may reasonably be employed in
connection with the trusts hereof shall be paid by the Issuer.

     SECTION 7.05. INDEMNIFICATION OF INDENTURE TRUSTEE. Other than with respect
to its duties to make payment on the Obligations when due, and its duty to
pursue the remedy of acceleration as provided in Section 6.02 hereof, for each
of which no additional security or indemnity may be required, the Indenture
Trustee shall be under no obligation or duty to perform any act at the request
of Noteholders or to institute or defend any suit in respect thereof unless
properly indemnified and provided with security to its satisfaction as provided
in Section 7.01(c) hereof. The Indenture Trustee shall not be required to take
notice, or be deemed to have knowledge, of any default or Event of Default of
the Issuer hereunder and may conclusively assume that there has been no such
default or Event of Default (other than an Event of Default described in Section
6.01(a), (b), (c), or (d) hereof) unless and until a Responsible Officer shall
have been specifically notified in writing at the address in Section 9.01 hereof
of such default or Event of Default by (a) the Noteholders of the required
percentages in principal amount of the Obligations then Outstanding hereinabove
specified; or (b) an Authorized Representative of the Issuer. However, the
Indenture Trustee may begin suit, or appear in and defend suit, execute any of
the trusts hereby created, enforce any of its rights or powers hereunder, or do
anything else in its judgment proper to be done by it as Indenture Trustee,
without assurance of reimbursement or indemnity, and in such case the Indenture
Trustee shall be reimbursed or indemnified by the

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Noteholders requesting such action, if any, or the Issuer in all other cases,
for all fees, costs and expenses, liabilities, outlays and counsel fees and
other reasonable disbursements properly incurred in connection therewith, unless
such fees, costs and expenses, liabilities, outlays and attorneys' fees and
other reasonable disbursements properly incurred in connection therewith are
adjudicated to have resulted from the negligence or willful misconduct of the
Indenture Trustee. In furtherance and not in limitation of this Section 7.05,
the Indenture Trustee shall not be liable for, and shall be held harmless by the
Issuer from, following any orders, instructions or other directions upon which
the Indenture Trustee is authorized to rely pursuant to this Indenture or any
other agreement to which it is a party. If the Issuer or the Noteholders, as
appropriate, shall fail to make such reimbursement or indemnification, the
Indenture Trustee may reimburse itself from any money in its possession under
the provisions of this Indenture, subject only to the prior lien of the Notes
for the payment of the principal thereof, premium, if any, and interest thereon
from the Revenue Fund. None of the provisions contained in this Indenture or any
other Agreement to which it is a party shall require the Indenture Trustee to
act or to expend or risk its own funds or otherwise incur individual financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers if the Noteholders shall not have offered security and
indemnity acceptable to it or if it shall have reasonable grounds for believing
that prompt repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

     The Issuer shall indemnify the Indenture Trustee and its officers, agents,
directors and employees, against any and all loss, liability or expense
(including reasonable attorneys' fees and expenses) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder or under the Basic Documents including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder or under the Basic
Documents. Without limiting the foregoing, the Issuer agrees to indemnify and
hold harmless the Indenture Trustee from and against any liability (including
for taxes, penalties or interest asserted by any taxing jurisdiction) arising
from any failure to withhold taxes from amounts payable in respect of payments
from the Trust Estate. The Indenture Trustee shall notify the Issuer promptly of
any claim for which it may seek indemnity. Failure by the Indenture Trustee to
so notify the Issuer shall not relieve the Issuer of its obligations hereunder,
except to the extent of any loss, liability or expense resulting from such
failure. The Issuer need not reimburse any expense or indemnity against any
loss, liability or expense incurred by the Indenture Trustee through the
Indenture Trustee's own willful misconduct, negligence or bad faith.

     SECTION 7.06. INDENTURE TRUSTEE'S RIGHT TO RELIANCE. The Indenture Trustee
shall fully be protected in acting upon any notice, resolution, request,
consent, order, certificate, report, appraisal, opinion, report or document of
the Issuer or the Servicer or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties. The
Indenture Trustee may consult with experts and with counsel (who may, but need
not, be counsel for the Issuer, the Indenture Trustee, or for a Noteholder), and
the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered, and in respect of any
determination made by it hereunder in good faith and in accordance with the
opinion of such counsel.

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

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

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

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

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

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

     SECTION 7.07. COMPENSATION OF INDENTURE TRUSTEE. Except as otherwise
expressly provided herein, all advances, counsel fees and other expenses
reasonably made or incurred by the Indenture Trustee in and about the execution
and administration of the trust hereby created and reasonable compensation to
the Indenture Trustee for its services in the premises shall be paid by the
Issuer. The compensation of the Indenture Trustee shall not be limited to or by
any provision of law in regard to the compensation of trustees of an express
trust. If not paid by the Issuer, the Indenture Trustee shall have a lien
against all money held pursuant to this Indenture, subject only to the prior
lien of the Obligations against the money and investments in the Revenue Fund
for the payment of the principal thereof, premium, if any, and interest thereon,
for such reasonable compensation, expenses, advances and counsel fees incurred
in and about the execution of the trusts hereby created and the exercise and
performance of the powers and duties

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of the Indenture Trustee hereunder and the cost and expense incurred in
defending against any liability in the premises of any character whatsoever
(unless such liability is adjudicated to have resulted from the negligence or
willful misconduct of the Indenture Trustee).

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

     SECTION 7.09. RESIGNATION OF INDENTURE TRUSTEE. The Indenture Trustee and
any successor to the Indenture Trustee may resign and be discharged from the
trust created by this Indenture by giving to the Issuer notice in writing which
notice shall specify the date on which such resignation is to take effect;
provided, however, that such resignation shall only take effect on the day
specified in such notice if a successor Indenture Trustee shall have been
appointed pursuant to Section 7.11 hereof (and is qualified to be the Indenture
Trustee under the requirements of Section 7.11 hereof). If no successor
Indenture Trustee has been appointed by the date specified or within a period of
90 days from the receipt of the notice by the Issuer, whichever period is the
longer, the Indenture Trustee may (a) appoint a temporary successor Indenture
Trustee having the qualifications provided in Section 7.11 hereof; or (b)
request a court of competent jurisdiction to (i) require the Issuer to appoint a
successor, as provided in Section 7.11 hereof, within three days of the receipt
of citation or notice by the court; or (ii) appoint an Indenture Trustee having
the qualifications provided in Section 7.11 hereof. In no event may the
resignation of the Indenture Trustee be effective until a qualified successor
Indenture Trustee shall have been selected and appointed. In the event a
temporary successor Indenture Trustee is appointed pursuant to clause (a) above,
the Issuer may remove such temporary successor Indenture Trustee and appoint a
successor thereto pursuant to Section 7.11 hereof.

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

     In the event an Indenture Trustee (or successor Indenture Trustee) is
removed by any person or for any reason permitted hereunder, such removal shall
not become effective until (a) in the case of removal by the Noteholders, such
Noteholders by instrument or concurrent instruments in writing (signed and
acknowledged by such Noteholders or their attorneys-in-fact)

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filed with the Indenture Trustee removed have appointed a successor Indenture
Trustee or otherwise the Issuer shall have appointed a successor; and (b) the
successor Indenture Trustee has accepted appointment as such.

     SECTION 7.11. SUCCESSOR INDENTURE TRUSTEE. In case at any time the
Indenture Trustee or any successor Indenture Trustee shall resign, be dissolved,
or otherwise shall be disqualified to act or be incapable of acting, or in case
control of the Indenture Trustee or of any successor Indenture Trustee or of its
officers shall be taken over by any public officer or officers, a successor
Indenture Trustee may be appointed by the Issuer. In the case of any such
appointment by the Issuer of a successor to the Indenture Trustee, the Issuer
shall forthwith cause notice thereof to be mailed to the Noteholders at the
address of each Noteholder appearing on the note registration books maintained
by the Indenture Trustee. Every successor Indenture Trustee appointed by the
Noteholders, by a court of competent jurisdiction, or by the Issuer shall be a
bank or trust company in good standing, organized and doing business under the
laws of the United States or of a state therein, which has a reported capital
and surplus of not less than $50,000,000, be authorized under the law to
exercise corporate trust powers, be subject to supervision or examination by a
federal or state authority, and be an Eligible Lender so long as such
designation is necessary to maintain guarantees and federal benefits under the
Act with respect to the Financed Student Loans originated under the Act.

     SECTION 7.12. MANNER OF VESTING TITLE IN INDENTURE TRUSTEE. Any successor
Indenture Trustee appointed hereunder shall execute, acknowledge, and deliver to
its predecessor Indenture Trustee, and also to the Issuer, an instrument
accepting such appointment hereunder, and thereupon such successor Indenture
Trustee, without any further act, deed, or conveyance shall become fully vested
with all the estate, properties, rights, powers, trusts, duties, and obligations
of its predecessors in trust hereunder (except that the predecessor Indenture
Trustee shall continue to have the benefits to indemnification hereunder
together with the successor Indenture Trustee), with like effect as if
originally named as Indenture Trustee herein; but the Indenture Trustee ceasing
to act shall nevertheless, on the written request of an Authorized
Representative of the Issuer, or an authorized officer of the successor
Indenture Trustee, execute, acknowledge, and deliver such instruments of
conveyance and further assurance and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in such successor
Indenture Trustee all the right, title, and interest of the Indenture Trustee
which it succeeds, in and to pledged Revenue and Funds and such rights, powers,
trusts, duties, and obligations, and the Indenture Trustee ceasing to act also,
upon like request, pay over, assign, and deliver to the successor Indenture
Trustee any money or other property or rights subject to the lien of this
Indenture, including any pledged securities which may then be in its possession.
Should any deed or instrument in writing from the Issuer be required by the
successor Indenture Trustee for more fully and certainly vesting in and
confirming to such new Indenture Trustee such estate, properties, rights,
powers, and duties, any and all such deeds and instruments in writing shall on
request be executed, acknowledged and delivered by the Issuer.

     In case any of the Notes to be issued hereunder shall have been
authenticated but not delivered, any successor Indenture Trustee may adopt the
certificate of authentication of the Indenture Trustee or of any successor to
the Indenture Trustee; and in case any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes

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in its own name; and in all such cases such certificate shall have the full
force which it has anywhere in the Notes or in this Indenture.

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

     SECTION 7.14. LIMITATION WITH RESPECT TO EXAMINATION OF REPORTS. Except as
provided in this Indenture, the Indenture Trustee shall be under no duty to
examine any report or statement or other document required or permitted to be
filed with it by the Issuer.

     SECTION 7.15. SERVICING AGREEMENT. The Indenture Trustee acknowledges the
receipt of a copy of the Servicing Agreement.

     SECTION 7.16. ADDITIONAL COVENANTS OF INDENTURE TRUSTEE. The Indenture
Trustee, by the execution hereof, covenants, represents and agrees that:

          (a)  it will not exercise any of the rights, duties, or privileges
     under this Indenture in such manner as would cause the Student Loans held
     or acquired under the terms hereof to be transferred, assigned, or pledged
     as security to any person or entity other than as permitted by this
     Indenture; and

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

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

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     Standard & Poor's Ratings Services
     55 Water Street
     New York, NY 10041
     Attention: Asset-Backed Surveillance Group

     Fitch Ratings
     One State Street Plaza
     New York, NY 10004
     Attention: Structured Finance

     Moody's Investors Service Inc.
     99 Church Street
     New York, NY 10007
     Attention: Structured Finance

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

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

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

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

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     SECTION 7.21. SURVIVAL OF INDENTURE TRUSTEE'S RIGHTS TO RECEIVE
COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION. The Indenture Trustee's rights
to receive compensation, reimbursement and indemnification of money due and
owing hereunder at the time of the Indenture Trustee's resignation or removal
shall survive the Indenture Trustee's resignation or removal.

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

     SECTION 7.23. PAYMENT OF TAXES AND OTHER GOVERNMENTAL CHARGES. The
Indenture Trustee shall request, and Noteholders shall provide, all appropriate
tax certifications and forms necessary to enable the Issuer or its agents, to
determine their duties and liabilities with respect to any taxes or other
charges that they may be required to pay, deduct or withhold in respect of the
Notes under any present or future law or regulation of the United States or any
present or future law or regulation of any political subdivision thereof or
taxing authority therein or to comply with any reporting or other requirements
under any law or regulation, and to pay, deduct or withhold any such taxes or
charges and remit them to the relevant taxing authorities as required under law.

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

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

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

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

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

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

     SECTION 8.01. SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF NOTEHOLDERS.
The Issuer and the Indenture Trustee may, without the consent of or notice to
any of the Noteholders or any holders of Obligations enter into any indenture or
indentures supplemental to this Indenture for any one or more of the following
purposes:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

provided, however, that nothing in this Section 8.01 shall permit, or be
construed as permitting, any modification of the trusts, powers, rights, duties,
remedies, immunities and privileges of the

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Indenture Trustee without the prior written approval of the Indenture Trustee,
which approval shall be evidenced by execution of a Supplemental Indenture.

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

     SECTION 8.02. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF NOTEHOLDERS.
Exclusive of Supplemental Indentures covered by Section 8.01 hereof and subject
to the terms and provisions contained in this Section 8.02, and not otherwise,
the Noteholders of not less than a majority of the principal amount of each
class of affected Notes and each affected Derivative Product then Outstanding
shall have the right, from time to time, to consent to and approve the execution
by the Issuer and the Indenture Trustee of such other indenture or indentures
supplemental hereto as shall be deemed necessary and desirable by the Issuer
and/or the Indenture Trustee for the purpose of modifying, altering, amending,
adding to or rescinding, in any particular, any of the terms or provisions
contained in this Indenture or in any Supplemental Indenture; provided, however,
that nothing in this Section 8.02 shall permit, or be construed as permitting
(a) without the consent of the Noteholders of each affected Note and each
Derivative Product then Outstanding, (i) an extension of the maturity date of
the principal of or the interest on any Obligation, (ii) a reduction in the
principal amount of any Obligation or the rate of interest thereon, (iii) a
privilege or priority of any Obligation or Obligations over any other Obligation
or Obligations except as otherwise provided herein, (iv) a reduction in the
aggregate principal amount of the Obligations required for consent to a
Supplemental Indenture, or (v) the creation of any lien other than a lien
ratably securing all of the Obligations at any time Outstanding hereunder except
as otherwise provided herein; or (b) any modification of the trusts, powers,
rights, obligations, duties, remedies, immunities and privileges of the
Indenture Trustee without the prior written approval of the Indenture Trustee.

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

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Section 8.02 permitted and provided, this Indenture shall be and be deemed to be
modified and amended in accordance therewith.

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

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

     SECTION 8.05. CONFORMITY WITH THE TRUST INDENTURE ACT. Every Supplemental
Indenture executed pursuant to this Article VIII shall conform to the
requirements of the TIA as then in effect.

                                   ARTICLE IX

                               GENERAL PROVISIONS

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

     The amount of Notes held by any person executing such instrument as a
Noteholder of Notes and the fact, amount, and numbers of the Notes held by such
person and the date of his holding the same may be proved by a certificate
executed by any responsible trust company,

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bank, banker, or other depository in a form approved by the Indenture Trustee,
showing that at the date therein mentioned such person had on deposit with such
depository the Notes described in such certificate; provided, however, that at
all times the Indenture Trustee may require the actual deposit of such Note or
Notes with the Indenture Trustee.

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

     If intended for the Issuer:  GMAC Education Loan Funding Trust-I
                                  c/o Wilmington Trust Company
                                  Rodney Square North, 1100 North Market Street
                                  Wilmington, DE 19890-0001
                                  Telephone: (302) 636-6000
                                  Facsimile: (302) 636-4140
                                  Attention: Corporate Trust Administration

     With a copy to the
     Administrator:               GMAC Commercial Holding Capital Corp.
                                  1801 California Street, Suite 3700
                                  Denver, CO 80202
                                  Telephone: (303) 293-8500
                                  Facsimile: (303)_________________
                                  Attention: Ronald W. Page

     If intended for the
     Indenture Trustee:           Zions First National Bank
                                  717 17th Street, Suite 301
                                  Denver, CO 80202
                                  Telephone: (720) 947-7470
                                  Facsimile: (720) 947-7480
                                  Attention: Corporate Trust Department

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

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

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

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

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

     SECTION 9.05. CONSENT OF NOTEHOLDERS BINDS SUCCESSORS. Any request or
consent of the Noteholder of any Obligations given for any of the purposes of
this Indenture shall bind all future Noteholders of the same Obligation or any
Obligations issued in exchange therefor or in substitution thereof in respect of
anything done or suffered by the Issuer or the Indenture Trustee in pursuance of
such request or consent.

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

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

     SECTION 9.08. SEVERABILITY. If any covenant, agreement, waiver, or part
thereof in this Indenture contained be forbidden by any pertinent law or under
any pertinent law be effective to render this Indenture invalid or unenforceable
or to impair the lien hereof, then each such covenant, agreement, waiver, or
part thereof shall itself be and is hereby declared to be wholly ineffective,
and this Indenture shall be construed as if the same were not included herein.

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

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

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

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

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

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

     SECTION 9.15. AGGREGATE PRINCIPAL AMOUNT OF OBLIGATIONS. Whenever in this
Indenture reference is made to the aggregate principal amount of any
Obligations, such phrase shall mean, at any time, the principal amount of any
Notes and the Derivative Value of any Derivative Product.

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

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     SECTION 9.17. LIMITATION OF LIABILITY OF THE DELAWARE TRUSTEE. It is
expressly understood and agreed by the parties hereto that (a) this Indenture is
executed and delivered by the Delaware Trustee, not individually or personally
but solely as Delaware Trustee of the Issuer, in the exercise of the powers and
authority conferred and vested in it under the Trust Agreement; (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by the Delaware Trustee but is made and intended for the purpose of
binding only the Issuer; and (c) under no circumstances shall the Delaware
Trustee be personally liable for the payment of any indebtedness or expenses of
the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under this
Indenture or the other Basic Documents.

                                    ARTICLE X

                        PAYMENT AND CANCELLATION OF NOTES
                          AND SATISFACTION OF INDENTURE

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

     SECTION 10.02. SATISFACTION OF INDENTURE.

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

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

          (c)  Any Issuer Derivative Payments are deemed to have been paid and
     the applicable Derivative Product terminated when payment of all Issuer
     Derivative

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     Payments due and payable to each Counterparty under its respective
     Derivative Product have been made or duly provided for to the satisfaction
     of each Counterparty and the respective Derivative Product has been
     terminated.

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

     SECTION 10.03. CANCELLATION OF PAID NOTES. Any Notes which have been paid
or purchased by the Issuer, mutilated Notes replaced by new Notes, and any
temporary Note for which definitive Notes have been delivered shall (unless
otherwise directed by the Issuer by Issuer Order) forthwith be cancelled by the
Indenture Trustee and, except for temporary Notes, returned to the Issuer.

                                   ARTICLE XI

                                   TERMINATION

     SECTION 11.01. TERMINATION OF THE TRUST.

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

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

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

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                                   ARTICLE XII

                             REPORTING REQUIREMENTS

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

     SECTION 12.02. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SUBSERVICING REPORT.
Within 120 days of the end of each Subservicer's regular fiscal-year or
calendar-year audit period, the Servicer shall cause each Subservicer, at its
expense, to cause a firm of independent public accountants to furnish a
statement to each Rating Agency, the Issuer and the Indenture Trustee (with a
copy to the Servicer) to the effect that such firm has examined certain
documents and records relating to the servicing of the Financed Student Loans
(during the preceding year) under servicing agreements substantially similar one
to another and to the applicable Subservicing Agreement and that, on the basis
of such examination, such servicing has been conducted in compliance with such
servicing agreements except for such significant exceptions or errors in records
that, in the opinion of such firm, requires it to report and which are set forth
in such report.

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

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

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

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

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

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

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

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

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

          (h)  the amount of the Administration Fee, any auction agent fees,
     market agent fees, calculation agent fees, broker-dealer fees, if any, fees
     paid to the Delaware Trustee, the Indenture Trustee and the Eligible Lender
     Trustee, all allocated as of the close of business on the last day of the
     preceding month;

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

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

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

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

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

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

          (o)  the number and principal amount of Financed Student Loans, as of
     the close of business on the last day of the preceding month, that are (i)
     [__ to __] days delinquent, (ii) [__ to __] days delinquent, (iii) [__ to
     __] days delinquent, (iv) [__ to ___] days delinquent, (v) [___ to ___]
     days delinquent, (vi) [___ to ___] days delinquent, (vii) [___ to ___] days
     delinquent, (viii) [___ to ___] delinquent, (ix) [___ to ___] days
     delinquent, (x) greater than [___] days delinquent and (xi) for which
     claims have been filed with the appropriate Guarantee Agency and which are
     awaiting payment;

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

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

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

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

                                        GMAC EDUCATION LOAN FUNDING
                                        TRUST-I

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


                                        By
                                           -------------------------------------
                                        Name
                                             -----------------------------------
                                        Title
                                              ----------------------------------


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


                                        By
                                           -------------------------------------
                                           David W. Bata
                                           Vice President


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

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


                                        By
                                           -------------------------------------
                                           David W. Bata
                                           Vice President

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                                    EXHIBIT A

                      STUDENT LOAN ACQUISITION CERTIFICATE

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

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

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

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

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

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

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

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

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

<Page>

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

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

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

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

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

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

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

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

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

                                       A-2
<Page>

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

     WITNESS my hand this _____ day of __________ 20__.

                                      GMAC EDUCATION LOAN FUNDING
                                      TRUST-I, as Issuer

                                      By: GMAC Commercial Holding Capital Corp.,
                                          as Administrator


                                      By
                                         -------------------------------------
                                      Name
                                           -----------------------------------
                                      Title
                                            ----------------------------------

                                       A-3
<Page>

                                   SCHEDULE A

                          STUDENT LOANS TO BE ACQUIRED

                                       A-4
<Page>

                                    EXHIBIT B

                              FORM OF ISSUER ORDER

                       GMAC EDUCATION LOAN FUNDING TRUST-I

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

                              [__________ __, 200_]

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

Ladies and Gentlemen:

     Pursuant to Section 5.03 of the Master Indenture, you hereby are authorized
and directed to transfer moneys in the Revenue Fund, on _________ __, 20__, to
the Operating Fund, subject to Section 5.05 of the Master Indenture.

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

                                      Very truly yours,

                                      GMAC EDUCATION LOAN FUNDING TRUST-I

                                      By: GMAC Commercial Holding Capital Corp.,
                                      as Administrator


                                      By
                                         ---------------------------------------
                                      Name
                                           -------------------------------------
                                      Title
                                            ------------------------------------

Dated: [__________ __, 200_]