Exhibit 4.1


 




 


 





SERIES 2005-2

SUPPLEMENTAL INDENTURE OF TRUST


 


by and between


 


GCO EDUCATION LOAN FUNDING TRUST-I


 


and


 


ZIONS FIRST NATIONAL BANK,


as Indenture Trustee


 


 


Authorizing the Issuance of:


 


$630,000,000

GCO Education Loan Funding Trust-I

GCO ELF Student Loan Asset-Backed Notes

Series 2005-2


 


Dated as of November 1, 2005




 


 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  	
   

  
	
  DEFINITIONS
  AND USE OF PHRASES

  	
   2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  SERIES 2005-2 NOTE DETAILS, FORMS
  OF SERIES 2005-2 NOTES, REDEMPTION OF

  SERIES 2005-2 NOTES AND USE OF PROCEEDS OF SERIES 2005-2 NOTES

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Series 2005-2 Note Details

  	
   6

  
	
  Section 2.02.

  	
  Principal Reduction Payments and Redemptions of
  the Series 2005-2 Notes

  	
   9

  
	
  Section 2.03.

  	
  Delivery of Series 2005-2 Notes

  	
  13

  
	
  Section 2.04.

  	
  Trustee’s Authentication Certificate

  	
  13

  
	
  Section 2.05.

  	
  Deposit of Series 2005-2 Note Proceeds

  	
  14

  
	
  Section 2.06.

  	
  Forms of Series 2005-2 Notes

  	
  14

  
	
  Section 2.07.

  	
  Conditions Precedent

  	
  14

  
	
  Section 2.08.

  	
  Issuer Covenants with Respect to Principal
  Reduction Payments

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  FUNDS AND ACCOUNTS

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Acquisition Fund

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  AMENDMENTS TO SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Amendment to Definition of “Reserve Fund
  Requirement” Contained in the Series 2003-1 Supplemental Indenture

  	
  15

  
	
  Section 4.02.

  	
  Amendment to Definition of “Reserve Fund
  Requirement” Contained in the Series 2003-2 Supplemental Indenture

  	
  15

  
	
  Section 4.03.

  	
  Amendment to Definition of “Reserve Fund
  Requirement” Contained in the Series 2005-1 Supplemental Indenture

  	
  15

  
	
  Section 4.04.

  	
  Amendment to Section 4.02 of the
  Series 2003-1 Supplemental Indenture

  	
  16

  
	
  Section 4.05.

  	
  Amendment to Section 6.02 of the
  Series 2003-2 Supplemental Indenture

  	
  16

  
	
  Section 4.06.

  	
  Amendment to Section 4.02 of the
  Series 2005-1 Supplemental Indenture

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  GENERAL PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Date of Execution

  	
  16

  
	
  Section 5.02.

  	
  Laws Governing

  	
  16

  
	
  Section 5.03.

  	
  Severability

  	
  16

  
	
  Section 5.04.

  	
  Exhibits and Appendices

  	
  16

  
	
  Section 5.05.

  	
  Limitation of Liability of the Delaware Trustee

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  APPLICABILITY
  OF INDENTURE

  	
  17

  



 





















 


	
  APPENDIX A
  CERTAIN TERMS AND PROVISIONS OF THE AUCTION RATE SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX A

  	
  CERTAIN TERMS AND
  PROVISIONS OF THE AUCTION RATE SECURITIES

  	
   

  
	
  APPENDIX B

  	
  TARGETED
  BALANCES FOR THE CLASS A NOTES

  	
   

  
	
  EXHIBIT A-1

  	
  FORM OF
  SENIOR LIBOR FLOATING RATE SECURITIES

  	
   

  
	
  EXHIBIT A-2

  	
  FORM OF
  SUBORDINATE AUCTION RATE SECURITIES

  	
   

  
	
  EXHIBIT B

  	
  SERIES 2005-2
  CLOSING CASH FLOW PROJECTIONS

  	
   

  
	
  EXHIBIT C

  	
  NOTICE
  OF PAYMENT DEFAULT

  	
   

  
	
  EXHIBIT D

  	
  NOTICE
  OF CURE OF PAYMENT DEFAULT

  	
   

  
	
  EXHIBIT E

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

  	
   

  
	
  EXHIBIT F

  	
  NOTICE
  ESTABLISHING CHANGE IN LENGTH OF ONE OR MORE AUCTION PERIODS

  	
   

  
	
  EXHIBIT G

  	
  NOTICE
  OF CHANGE IN AUCTION DATE

  	
   

  



 


ii





















 


SERIES 2005-2 SUPPLEMENTAL
INDENTURE OF TRUST


 


THIS SERIES 2005-2
SUPPLEMENTAL INDENTURE OF TRUST (this “Supplemental Indenture”),
dated as of November 1, 2005, is by and between GCO EDUCATION LOAN FUNDING TRUST-I, a Delaware statutory trust
(the “Issuer”), and ZIONS FIRST NATIONAL BANK,
a national banking association (together with its successors, the “Indenture
Trustee”), as Indenture Trustee hereunder (all capitalized terms used in these
preambles, recitals and granting clauses shall have the same meanings assigned
thereto in Article I hereof);


 


W I T N E S S E T H :


 


WHEREAS, the Issuer has
previously entered into an Indenture of Trust, dated as of March 1, 2003
(the “Indenture”), among the Issuer, the Indenture Trustee and Zions First
National Bank, as Eligible Lender Trustee, as amended and supplemented by a Series 2003-1
Supplemental Indenture of Trust, dated as of March 1, 2003 (the “Series 2003-1
Supplemental Indenture”), between the Issuer and the Indenture Trustee, a Series 2003-2
Supplemental Indenture of Trust, dated as of September 1, 2003 (the “Series 2003-2
Supplemental Indenture”), between the Issuer and the Indenture Trustee, a Third
Supplemental Indenture, dated as of December 1, 2004 (the “Third
Supplemental Indenture”), between the Issuer and the Indenture Trustee and a Series 2005-1
Supplemental Indenture of Trust, dated as of March 1, 2005 (the “Series 2005-1
Supplemental Indenture”), between the Issuer and the Indenture Trustee; and


 


WHEREAS, the Issuer
desires to enter into this Supplemental Indenture in order to issue Notes
pursuant to the terms of the Indenture, including Section 2.09 thereof;
and


 


WHEREAS, the Issuer
represents that it is duly created as a statutory trust under the laws of the
State of Delaware and that by proper action it has duly authorized the issuance
of $630,000,000 of its GCO ELF Student Loan Asset-Backed Notes, Series 2005-2,
consisting of three classes designated as Senior Class 2005-2 (the “Class A
Notes”) and one class designated as Subordinate Class 2005-2 (the “Class B
Notes” and together with the Class A Notes, the “Series 2005-2 Notes”),
and it has by proper action authorized the execution and delivery of this
Supplemental Indenture; and


 


WHEREAS, the Series 2005-2
Notes constitute Notes as defined in the Indenture; and


 


WHEREAS, the Issuer
desires to amend the definition of Reserve Fund Requirement in the Series 2003-1
Supplemental Indenture, the Series 2003-2 Supplemental Indenture and the Series 2005-1
Supplemental Indenture; and


 


WHEREAS, Section 8.01(o)
of the Indenture provides that the Issuer and the Indenture Trustee may,
without the consent of or notice to any of the Noteholders or any holders of
Obligations, make any change to the Indenture or a Supplemental Indenture upon
the receipt of a Rating Confirmation, and each definition of Reserve Fund
Requirement provides that the percentage and amount contained in such
definition may be amended with a Rating Confirmation; and


 





















 


WHEREAS, the Issuer has
obtained a Rating Confirmation with respect to the amendment of the definition
of Reserve Fund Requirement in the Series 2003-1 Supplemental Indenture,
the Series 2003-2 Supplemental Indenture and the Series 2005-1
Supplemental Indenture; and


 


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


 


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


 


ARTICLE I


 


DEFINITIONS AND USE OF PHRASES


 


All words and phrases
defined in the Indenture shall have the same meaning in this Supplemental
Indenture, except as otherwise appears in this Article.  In addition, the following terms have the
following meanings in this Supplemental Indenture unless the context clearly
requires otherwise:


 


“Agent Member”
means a member of, or participant in, the Securities Depository.


 


“Auction Rate Securities” means the Class B
Notes.


 


“Authorized
Denominations” means (a) for purposes of the LIBOR Rate Notes, $100,000
and any integral multiple of $1,000; and (b) for the purposes of the Auction
Rate Securities, the definition of “Authorized Denominations” set forth in
Appendix A hereto.


 


“Business Day”
means (a) for purposes of the LIBOR Rate Notes, (i) for purposes of
calculating LIBOR, any day on which banks in New York, New York and London,
England are open for the transaction of international business and (ii) for
all other purposes, any day other than a Saturday, Sunday, holiday or other day
on which the New York Stock Exchange or banks located in New York, New York or
the city in which the principal office of the Indenture Trustee is located are
authorized or permitted by law or executive order to close; and (b) for
purposes of the Auction Rate Securities, the definition of “Business Day” set
forth in Appendix A hereto.


 


“Class A Notes” means, collectively,
the Class A-4L Notes, the Class A-5L Notes and the Class A-6L
Notes.


 


“Class A-4L Notes” means the $182,000,000
GCO Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed
Notes, Series 2005-2, Senior Class A-4L LIBOR Floating Rate.


 


“Class A-5L Notes” means the $171,000,000
GCO Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed
Notes, Series 2005-2, Senior Class A-5L LIBOR Floating Rate.


 


2





















 


“Class A-6L Notes” means the $245,000,000
GCO Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed
Notes, Series 2005-2, Senior Class A-6L LIBOR Floating Rate.


 


“Class B Notes” means the $32,000,000
GCO Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed Notes, Series 2005-2,
Subordinate Class B-4AR Auction Rate Securities.


 


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


 


“Class B-2AR Notes” means the
$8,000,000 GCO Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed
Notes, Series 2003-2, Subordinate Class B-2AR Auction Rate
Securities.


 


“Class B-3AR Notes” means the
$25,000,000 GCO Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed
Notes, Series 2005-1, Subordinate Class B-3AR Auction Rate
Securities.


 


“Closing Date” means, with respect to the Series 2005-2
Notes, November 2, 2005.


 


“Ending Balance Factor” means, with respect
to a class of the LIBOR Rate Notes, for any given day, the number calculated by
dividing the unpaid principal balance of the Outstanding LIBOR Rate Notes of
such class (after any Principal Reduction Payments are made), by the original
principal balance of the LIBOR Rate Notes of such class, and rounding the
result to nine decimal places.


 


“Interest
Accrual Period” means, with respect to the LIBOR Rate Notes, initially,
the period commencing on the Closing Date, to but not including February 25,
2006, and thereafter, with respect to each Quarterly Distribution Date, the
period beginning on the prior Quarterly Distribution Date and ending on the day
immediately preceding such Quarterly Distribution Date.


 


“LIBOR”
means, with respect to any Interest Accrual Period, the London interbank
offered rate for deposits in U.S. dollars having a maturity of three months
which appears on Telerate Page 3750 as of 11:00 a.m., London time, on
the related LIBOR Determination Date as determined by the Indenture Trustee or
its agent.  If this rate does not appear
on Telerate Page 3750, the rate for that day will be determined on the
basis of the rates at which deposits in U.S. dollars, having a maturity of
three months and in a principal amount of not less than U.S. $1,000,000, are
offered at approximately 11:00 a.m., London time, on that LIBOR
Determination Date, to prime banks in the London interbank market by the
Reference Banks.  The Indenture Trustee will
request the principal London office of each Reference Bank identified to it by
the Administrator to provide a quotation of its rate.  If at least two Reference Banks provide
quotations, the rate for that day will be the arithmetic mean of the
quotations.  If fewer than two Reference
Banks provide quotations, the rate for that day will be the arithmetic mean of
the rates quoted by major banks in New York City, selected by the Administrator
at approximately 11:00 a.m., New York time, on that LIBOR Determination
Date, for loans in U.S.


 


3





















 


dollars to leading
European banks having a maturity of three months and in a principal amount of
not less than U.S. $1,000,000.  If the
banks selected as described above are not providing quotations, the LIBOR in
effect for the applicable Interest Accrual Period will be the LIBOR in effect
for the previous Interest Accrual Period.


 


“LIBOR
Determination Date” means, for each Interest Accrual Period for the LIBOR
Rate Notes, the second Business Day before the beginning of that Interest
Accrual Period.


 


“LIBOR Rate
Notes” means, collectively, the Class A-4L Notes, the Class A-5L
Notes and the Class A-6L Notes.


 


“Principal Reduction Payment” means, with
respect to a class of the LIBOR Rate Notes, a payment of principal on such
class of the LIBOR Rate Notes prior to the Stated Maturity thereof.


 


“Principal Reduction Payment Date” means each
Quarterly Distribution Date on which a Principal Reduction Payment is made with
respect to a class of the LIBOR Rate Notes.


 


“Quarterly
Distribution Date” means the 25th day of February, May, August and
November, or, if such day is not a Business Day, the immediately succeeding
Business Day, commencing on February 25, 2006.


 


“Redemption
Account” means the Redemption Account established within the
Acquisition Fund pursuant to the Series 2003-1 Supplemental Indenture (as
amended by Article IV of the Series 2003-2 Supplemental Indenture) and
Section 3.01 hereof.


 


“Reference
Banks” means, with respect to a determination of LIBOR for any
Interest Accrual Period by the Indenture Trustee, four major banks in the
London interbank market selected by the Administrator.


 


“Regular Record Date” means (a) for
purposes of the LIBOR Rate Notes, the Business Day prior to the Quarterly
Distribution Date and (b) for the purposes of the Auction Rate Securities,
the “Regular Record Date” set forth in Appendix A hereto.


 


“Reserve Fund Requirement” means 0.75% of
the aggregate amount of the Class A Notes and the Class B Notes
Outstanding; provided, however, that so long as any Class A Notes and the Class B
Notes remain Outstanding there shall be at least $1,500,000 on deposit in the
Reserve Fund.  Further, such percentage
and amount may be changed upon satisfaction of the Rating Agency Condition and
receipt of a Rating Confirmation.


 


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


 


“Series 2003-1 Supplemental Indenture”
means the Series 2003-1 Supplemental Indenture of Trust, dated as of March 1,
2003, between the Issuer and the Indenture Trustee.


 


4





















 


“Series 2003-2 Notes” means the GCO
Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed Notes, Series 2003-2
issued pursuant to the Series 2003-2 Supplemental Indenture in the
aggregate principal amount of $200,000,000.


 


“Series 2003-2 Supplemental Indenture”
means the Series 2003-2 Supplemental Indenture of Trust, dated as of September 1,
2003, between the Issuer and the Indenture Trustee.


 


“Series 2005-1 Notes” means the GCO
Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed Notes, Series 2005-1
issued pursuant to the Series 2005-1 Supplemental Indenture in the
aggregate principal amount of $500,000,000.


 


“Series 2005-1 Supplemental Indenture”
means the Series 2005-1 Supplemental Indenture of Trust, dated as of March 1,
2005, between the Issuer and the Indenture Trustee.


 


“Series 2005-2
Acquisition Account” means the Series 2005-2 Acquisition
Account established within the Acquisition Fund pursuant to Section 3.01
hereof.


 


“Series 2005-2 Counterparty”
means Bank of America, N.A.


 


“Series 2005-2
Derivative Product Agreements” means, collectively, the ISDA Master
Agreement (including the schedule thereto), between the Issuer and the Series 2005-2
Counterparty.


 


“Series 2005-2 Notes” means the GCO
Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed Notes, Series 2005-2
issued pursuant to this Supplemental Indenture in the aggregate principal
amount of $630,000,000 consisting of the Class A Notes and the Class B
Notes.


 


“Targeted Amortization Schedule” means,
with respect to a class of the LIBOR Rate Notes, the Schedule set forth as
Appendix B to this Supplemental Indenture for Principal Reduction Payments
on such class of the LIBOR Rate Notes prior to Stated Maturity thereof to the
extent moneys are available for such purpose in the Redemption Account of the
Acquisition Fund.


 


“Telerate Page 3750”
means the display page so designated on the Telerate Service (or such
other page as may replace that page on that service for the purpose
of displaying comparable rates or prices).


 


“Third Supplemental Indenture” means the
Third Supplemental Indenture of Trust, dated as of December 1, 2004,
between the Issuer and the Indenture Trustee.


 


Words importing the
masculine gender include the feminine gender. 
Words importing persons include firms, associations and
corporations.  Words importing the
singular number include the plural number and vice versa.  Additional terms are defined in the body of
this Supplemental Indenture and the Appendices hereto.


 


5





















 


In the event that any
term or provision contained herein with respect to the Series 2005-2 Notes
shall conflict with or be inconsistent with any term or provision contained in
the Indenture, the terms and provisions of this Supplemental Indenture shall
govern.


 


ARTICLE II



SERIES 2005-2 NOTE DETAILS,

FORMS OF SERIES 2005-2 NOTES,

REDEMPTION OF SERIES 2005-2 NOTES

AND USE OF PROCEEDS OF SERIES 2005-2 NOTES


 


Section 2.01.  Series 2005-2 Note Details.  The aggregate principal amount of the Series 2005-2
Notes which may be initially authenticated and delivered under this Supplemental
Indenture is limited to, and shall be individually issued in four separate
classes consisting of $182,000,000 of Class A-4L Notes, $171,000,000 of Class A-5L
Notes, $245,000,000 of Class A-6L Notes, and $32,000,000 of Class B
Notes, except for Series 2005-2 Notes authenticated and delivered upon
transfer of, or in exchange for, or in lieu of Notes pursuant to
Sections 2.03 and 2.04 of the Indenture. 
The Series 2005-2 Notes shall be issuable only as fully registered
notes in the Authorized Denominations. 
The Series 2005-2 Notes of each class shall each be lettered “R”
and shall be numbered separately from 1 upwards, respectively.  The Class A-4L Notes, the Class A-5L
Notes and the Class A-6L Notes constitute Senior Notes.  The Class B Notes constitute Subordinate
Notes.  The Series 2005-2 Derivative
Product Agreements constitute Senior Obligations.


 


The Class A-4L
Notes, the Class A-5L Notes and the Class A-6L Notes (collectively,
the “LIBOR Rate Notes”) shall be dated their Closing Date and shall bear
interest from their Closing Date, payable on each Quarterly Distribution Date,
except that LIBOR Rate Notes which are reissued upon transfer, exchange or
other replacement shall bear interest from the most recent Quarterly Distribution
Date to which interest has been paid, or if no interest has been paid, from the
Closing Date.  The Class A-4L Notes
shall bear interest for each Interest Accrual Period, other than the first
Interest Accrual Period, at a per annum rate equal to LIBOR, plus 0.03%.  The interest rate on the Class A-4L
Notes for the first Interest Accrual Period shall be 4.34750%.  The Class A-5L Notes shall bear interest
for each Interest Accrual Period, other than the first Interest Accrual Period,
at a per annum rate equal to LIBOR, plus 0.12%. 
The interest rate on the Class A-5L Notes for the first Interest
Accrual Period shall be 4.43750%.  The Class A-6L
Notes shall bear interest for each Interest Accrual Period, other than the
first Interest Accrual Period, at a per annum rate equal to LIBOR, plus 0.15%.  The interest rate on the Class A-6L
Notes for the first Interest Accrual Period shall be 4.46750%.  Interest payable on the LIBOR Rate Notes shall
be computed on the assumption that each year contains 360 days and actual days
elapsed and rounding the resultant figure to the fifth decimal place.  The Class A-4L Notes shall mature,
subject to Principal Reduction Payments, on November 26, 2018 (the Class A-4L
Notes’ “Stated Maturity”).  The Class A-5L
Notes shall mature, subject to Principal Reduction Payments, on May 25,
2021 (the Class A-5L Notes’ “Stated Maturity”).  The Class A-6L Notes shall mature,
subject to Principal Reduction Payments, on May 27, 2024 (the Class A-6L
Notes’ “Stated Maturity”).


 


6





















 


The Class B Notes
(the “Auction Rate Securities”) shall be dated their Closing Date and shall
bear interest from their Closing Date, payable on each Payment Date (as defined
in Appendix A to this Supplemental Indenture), except that Auction Rate
Securities which are reissued upon transfer, exchange or other replacement
shall bear interest from the most recent Payment Date to which interest has
been paid, or if no interest has been paid, from the Closing Date.  The Auction Rate Securities shall mature on March 25,
2042 (the Class B Notes’ “Stated Maturity”).  The terms of and definitions related to the
Auction Rate Securities are found in Article I hereof and Appendix A
to this Supplemental Indenture.


 


The principal of the Series 2005-2
Notes due at Stated Maturity or redemption in whole shall be payable at the
Corporate Trust Office of the Indenture Trustee, or such other location as
directed by the Indenture Trustee, or at the principal office of its successor
in trust upon presentation and surrender of the Series 2005-2 Notes.  Payment of interest and principal paid
subject to a redemption on any Series 2005-2 Note shall be made to the
Noteholder thereof by check or draft mailed on the Payment Date by the
Indenture Trustee to the Noteholder at his address as it last appears on the
registration books kept by the Indenture Trustee at the close of business on
the Regular Record Date for such Payment Date, but any such interest not so
timely paid or duly provided for shall cease to be payable to the Noteholder
thereof at the close of business on the Regular Record Date and shall be
payable to the Noteholder thereof at the close of business on a special record
date (a “Special Record Date”) for the payment of any such defaulted interest.  Such Special Record Date shall be fixed by the
Indenture Trustee whenever moneys become available for payment of the defaulted
interest, and notice of such Special Record Date shall be given to the
Noteholders of the Series 2005-2 Notes not less than 10 days prior
thereto by first-class mail to each such Noteholder as shown on the Indenture
Trustee’s registration books on the date selected by the Indenture Trustee,
stating the date of the Special Record Date and the date fixed for the payment
of such defaulted interest.  Payment of
interest to the Securities Depository or its nominee shall, and at the written
request addressed to the Indenture Trustee of any other Noteholder owning at
least $1,000,000 principal amount of the Series 2005-2 Notes, payments of
interest shall, be paid by wire transfer within the United States to the bank
account number filed no later than the Regular Record Date or Special Record
Date with the Indenture Trustee for such purpose.  All payments on the Series 2005-2 Notes
shall be made in lawful money of the United States of America.


 


(a)                                  Except
as otherwise provided in this Section, the Series 2005-2 Notes in the form
of one global note for each Stated Maturity date shall be registered in the
name of the Securities Depository or its nominee and ownership thereof shall be
maintained in book-entry form by the Securities Depository for the account of
the Agent Members. Initially, each Series 2005-2 Note shall be registered
in the name of CEDE & CO., as the nominee of The Depository Trust
Company.  Except as provided in subsection (d) of
this Section, the Series 2005-2 Notes may be transferred, in whole but not
in part, only to the Securities Depository or a nominee of the Securities
Depository or to a successor Securities Depository selected or approved by the
Issuer or to a nominee of such successor Securities Depository.  Each global note shall bear a legend
substantially to the following effect: “Except as otherwise provided in the
Indenture, this global note may be transferred, in whole but not in part, only
to another nominee of the Securities Depository, as defined in the Indenture,
or to a successor Securities Depository or to a nominee of a successor
Securities Depository.”


 


7





















 


(b)                                 Except
as otherwise provided herein, the Issuer and the Indenture Trustee shall have
no responsibility or obligation with respect to (i) the accuracy of the
records of the Securities Depository or any Agent Member with respect to any
beneficial ownership interest in the Series 2005-2 Notes; (ii) the
delivery to any Agent Member, beneficial owner of the Series 2005-2 Notes
or other Person, other than the Securities Depository, of any notice with
respect to the Series 2005-2 Notes; or (iii) the payment to any Agent
Member, beneficial owner of the Series 2005-2 Notes or other Person, other
than the Securities Depository, of any amount with respect to the principal of
or interest on the Series 2005-2 Notes. 
So long as the certificates for the Series 2005-2 Notes issued under
this Supplemental Indenture are not issued pursuant to paragraph (c) of
this Section the Issuer and the Indenture Trustee may treat the Securities
Depository as, and deem the Securities Depository to be, the absolute owner of
the Series 2005-2 Notes for all purposes whatsoever, including, without
limitation, (A) the payment of principal of and interest on such Series 2005-2
Notes, (B) giving notices of redemption and other matters with respect to
such Series 2005-2 Notes, and (C) registering transfers with respect
to such Series 2005-2 Notes.  In
connection with any notice or other communication to be provided to the
Noteholders pursuant to this Supplemental Indenture by the Issuer or the
Indenture Trustee with respect to any consent or other action to be taken by
the Noteholders, the Issuer or the Indenture Trustee, as the case may be, shall
establish a record date for such consent or other action and, if the Securities
Depository shall hold all of the Series 2005-2 Notes, give the Securities
Depository notice of such record date not less than 15 calendar days in
advance of such record date to the extent possible.  Such notice to the Securities Depository
shall be given only when the Securities Depository is the sole Noteholder.


 


(c)                                  If
at any time the Securities Depository notifies the Issuer and the Indenture
Trustee that it is unwilling or unable to continue as Securities Depository
with respect to any or all of the Series 2005-2 Notes or if at any time
the Securities Depository shall no longer be registered or in good standing
under the Securities Exchange Act or other applicable statute or regulation and
a successor Securities Depository is not appointed by the Issuer within
90 days after the Issuer receives notice or becomes aware of such condition,
as the case may be, paragraphs (a) and (b) of this Section shall
no longer be applicable and the Issuer shall execute and the Indenture Trustee
shall authenticate and deliver certificates representing the Series 2005-2
Notes as provided below.  In addition,
the Issuer may determine at any time that the Series 2005-2 Notes shall no
longer be represented by global certificates and that the provisions of
paragraphs (a) and (b) of this Section shall no longer
apply to the Series 2005-2 Notes. 
In such event, the Issuer shall execute and the Indenture Trustee shall
authenticate and deliver certificates representing the Series 2005-2 Notes
as provided below.  Certificates for the Series 2005-2
Notes issued in exchange for a global certificate pursuant to this subsection shall
be registered in such names and authorized denominations as the Securities
Depository, pursuant to instructions from the Agent Members or otherwise, shall
instruct in writing to the Issuer and the Indenture Trustee, and upon which
written instructions the Indenture Trustee may rely without investigation.  The Indenture Trustee shall promptly deliver
such certificates representing the Series 2005-2 Notes to the Persons in
whose names such Notes are so registered.


 


8





















 


Section 2.02.  Principal Reduction Payments and Redemptions
of the Series 2005-2 Notes.


 


(a)                                  Mandatory Redemption of Auction Rate Securities.


 


(i)                                     Subject
to the provisions of Section 2.02(b) and (d)(ii) hereof and to
the provisions of any future Supplemental Indenture, each class of the Auction
Rate Securities is subject to mandatory redemption, in whole or in part, at a
redemption price equal to the principal balance being redeemed plus accrued
interest to the date fixed for redemption, on the first Payment Date occurring
each month for such class of the Auction Rate Securities, from amounts
remaining on deposit in the Redemption Account and not required to be used to
make Principal Reduction Payments or to redeem other Notes pursuant to any
Supplemental Indenture.  The Class B-1AR
Notes through the Class B-3AR Notes shall be redeemed prior to the
redemption of Class B Notes.


 


(ii)                                  Notice of Redemption.  The Indenture Trustee shall cause notice of
any redemption pursuant to Section 2.02(a)(i) hereof to be given by
mailing a copy of the notice by first-class mail to the Administrator, the
Auction Agent and the Noteholder of any Auction Rate Securities designated for
redemption in whole or in part, at their address as the same shall last appear
upon the registration books, in each case not less than 15 days prior to
the redemption date; provided, however, that failure to give such notice, or
any defect therein, shall not affect the validity of any proceedings for the
redemption of such Auction Rate Securities for which no such failure or defect
occurs.


 


(b)                                 Principal Reduction Payments on LIBOR Rate Notes.


 


(i)                                     Each
class of the LIBOR Rate Notes shall receive reductions of principal pursuant to
Principal Reduction Payments to be made on Quarterly Distribution Dates from
amounts on deposit in the Redemption Account of the Acquisition Fund for such
purpose in an amount up to, but not greater than, the amount needed to reduce
the outstanding balance of such class of the LIBOR Rate to its Targeted Balance
set forth in Appendix B hereto for such Quarterly Distribution Date.  If any Principal Reduction Payments on the Class A-1L
Notes, the Class A-2L Notes, the Class A-3L Notes, the Class A-4L
Notes, the Class A-5L Notes or the Class A-6L Notes are to be made on
the same Quarterly Distribution Dates, the Principal Reduction Payments will be
made, first, on the Class A-1L Notes until
the Class A-1L Notes have been reduced to their Targeted Balance set forth
in Appendix B to the Series 2003-2 Supplemental Indenture for such
Quarterly Distribution Date, second, on the
Class A-2L Notes until the Class A-2L Notes have been reduced to
their Targeted Balance set forth in Appendix B to the Series 2005-1
Supplemental Indenture for such Quarterly Distribution Date, third, on the Class A-3L Notes until the
Class A-3L Notes have been reduced to their Targeted Balance set forth in
Appendix B to the Series 2005-1 Supplemental Indenture for such
Quarterly Distribution Date, fourth, on the
Class A-4L Notes until the Class A-4L Notes have been reduced to 


 


9





















 


their Targeted
Balance set forth in Appendix B hereto for such Quarterly Distribution
Date, fifth, on the Class A-5L Notes
until the Class A-5L Notes have been reduced to their Targeted Balance set
forth in Appendix B hereto for such Quarterly Distribution Date, and sixth, on the Class A-6L Notes until the Class A-6L
Notes have been reduced to their Targeted Balance set forth in Appendix B
hereto for such Quarterly Distribution Date. 
Preferably five, but not less than two Business Days prior to each Quarterly
Distribution Date, the Indenture Trustee shall send the Securities Depository
written notice with respect to the dollar amount per $1,000 original principal
amount thereof, that the Indenture Trustee will be paying to the Securities
Depository on the Quarterly Distribution Date for each class of the LIBOR Rate
Notes.  The Indenture Trustee may, to the
extent necessary to avoid payments of fractional cents, reduce scheduled
payments by up to $1,000 for each class of the LIBOR Rate Notes.  To the extent the Indenture Trustee effects
any such reduction, such amount shall be carried over to the next scheduled
Principal Reduction Payment Date for that class of the LIBOR Rate Notes.  Such notices, which shall clearly indicate
that they relate to a reduction of principal, shall contain the Ending Balance
Factor and the Indenture Trustee contact’s name and telephone number, shall be
sent by facsimile (or such other method designated by the Securities
Depository) to the Securities Depository’s Dividend Department.  Failure to make a
Principal Reduction Payment on a class of the LIBOR Rate Notes in the amount
set forth in the Targeted Amortization Schedule on the Principal Reduction
Payment Date shall not constitute an Event of Default under the Indenture.


 


(ii)                                  Notwithstanding subsection (b)(i) of
this Section or as provided in a subsequent Supplemental Indenture, if no
Senior Notes (other than Senior Notes subject to Principal Reduction Payments) remain
outstanding, the LIBOR Rate Notes and any other Senior Notes subject to
Principal Reduction Payments are subject to additional reductions of principal
pursuant to Principal Reduction Payments to be made on Quarterly Distribution Dates
from any amounts remaining on deposit in the Redemption Account of the
Acquisition Fund after making the Principal Reduction Payments required
pursuant to subsection (b)(i) of this Section.  Any such amounts remaining on deposit in the
Redemption Account of the Acquisition Fund shall be used to further reduce the
outstanding principal amount of any Senior Notes, which may include the LIBOR
Rate Notes, subject to Principal Reduction Payments on the next succeeding
Quarterly Distribution Date to their Targeted Balances for such succeeding
Quarterly Distribution Date.  If the
outstanding principal amount of all Senior Notes subject to Principal Reduction
Payments on such succeeding Quarterly Distribution Date have been reduced to
their Targeted Balances for that succeeding Quarterly Distribution Date, then
any such amounts remaining on deposit in the Redemption Account of the
Acquisition Fund shall be used to further reduce the outstanding principal
amount of any Senior Notes, which may include the LIBOR Rate Notes, subject to
Principal Reduction Payments on the next succeeding Quarterly Distribution Date
until they have been reduced to their Targeted Balances for such next
succeeding Quarterly Distribution Date, and the Trustee shall continue this
process until the outstanding principal amount of all Senior Notes subject to 


 


10





















 


Principal
Reduction Payments have been reduced to zero.  If any Principal Reduction Payments on the Class A-1L
Notes, the Class A-2L Notes, the Class A-3L Notes, the Class A-4L
Notes, the Class A-5L Notes or the Class A-6L Notes are to be made on
the same Quarterly Distribution Dates, the Principal Reduction Payments will be
made, first, on the Class A-1L Notes
until the Class A-1L Notes have been reduced to their Targeted Balance set
forth in Appendix B to the Series 2003-2 Supplemental Indenture for
such Quarterly Distribution Date, second, on the Class A-2L
Notes until the Class A-2L Notes have been reduced to their Targeted
Balance set forth in Appendix B to the Series 2005-1 Supplemental
Indenture for such Quarterly Distribution Date, third,
on the Class A-3L Notes until the Class A-3L Notes have been reduced
to their Targeted Balance set forth in Appendix B to the Series 2005-1
Supplemental Indenture for such Quarterly Distribution Date, fourth, on the Class A-4L Notes until the Class A-4L
notes have been reduced to their Targeted Balance set forth in Appendix B
hereto for such Quarterly Distribution Date, fifth, on the Class A-5L Notes until the Class A-5L
Notes have been reduced to their Targeted Balance set forth in Appendix B
hereto for such Quarterly Distribution Date, and sixth,
on the Class A-6L Notes until the Class A-6L Notes have been reduced
to their Targeted Balance set forth in Appendix B hereto for such
Quarterly Distribution Date.


 


(iii)                               Principal
Reduction Payments on the LIBOR Rate Notes will be made on a pro rata basis within
each class of the LIBOR Rate Notes receiving Principal Reduction Payments and
subsequent to each Principal Reduction Payment, each LIBOR Rate Note will be
outstanding in a fractional amount of its original principal amount.


 


(iv)                              Notice of Principal Reduction.  Preferably five, but not less than two
Business Days prior to each Principal Reduction Payment Date, the Indenture
Trustee shall cause notice of any reduction pursuant to (i) or (ii) of
this subsection (b) to be given by mailing a copy of the notice by
first class mail to the Administrator and Noteholder of any LIBOR Rate Notes
designated for reduction in whole or in part, at their address as the same
shall last appear upon the registration books on the reduction date; provided,
however, that failure to give such notice, or any defect therein, shall not
affect the validity of any proceedings for the reduction of such LIBOR Rate
Notes.


 


(c)                                  Optional Redemption or Purchase.


 


(i)                                     Optional Redemption or Purchase of Series 2005-2
Notes.  Subject to the
provisions of Section 2.02(d) hereof, the Series 2005-2 Notes
are subject to redemption or purchase at the option of the Issuer exercised by
an Issuer Order, in whole only, on any Payment Date on which the aggregate
current principal balance of all the Notes issued under the Indenture is less
than or equal to 10% of the initial aggregate principal balance of all the
Notes issued under the Indenture on their respective Closing Date, at a
redemption price equal to (A) the principal balance plus accrued interest
to the date fixed for redemption and (B) any


 


11





















 


Carry-over Amount
and any interest accrued on any Carry-over Amount to the date fixed for
redemption, from the proceeds of funds received by the Indenture Trustee and
deposited in the Revenue Fund, the Acquisition Fund and the Reserve Fund.  On the Payment Date fixed for redemption or
purchase in such Issuer Order (which Issuer Order shall be received by the
Indenture Trustee not less then 16 days prior to such redemption), the
Issuer shall deposit or cause to be deposited in or transferred to the Redemption
Account of the Acquisition Fund (from the Revenue Fund) an amount sufficient to
redeem all of the Notes, less amounts on deposit in the Reserve Fund.  On such redemption date the Indenture Trustee
shall transfer amounts in the Reserve Fund to the Redemption Account of the Acquisition
Fund and effect the redemption of all the Notes.


 


(ii)                                  Notice of Redemption and Purchase.  The Indenture Trustee shall cause notice of
any redemption or purchase pursuant to Section 2.02(c)(i) hereof to
be given by mailing a copy of the notice by first-class mail to the
Administrator, the Auction Agent, if applicable, and the Noteholder of any Series 2005-2
Notes designated for redemption or purchase in whole or in part, at their
address as the same shall last appear upon the registration books, in each case
not less than 15 days prior to the redemption or purchase date; provided,
however, that failure to give such notice, or any defect therein, shall not
affect the validity of any proceedings for the redemption or purchase of such Series 2005-2
Notes for which no such failure or defect occurs.


 


(d)                                 Partial Redemption.


 


(i)                                     If
less than all of the Auction Rate Securities are to be redeemed or purchased
pursuant to Section 2.02(a)(i) hereof, the Auction Rate Securities to
be redeemed or purchased shall be redeemed or purchased on a monthly basis in
ascending order of Stated Maturity and, within same Stated Maturities, from the
Auction Rate Securities with the earliest Payment Date during the month,
subject to Section 2.02(d)(ii) hereof.  If two or more classes of Auction Rate
Securities have the same Stated Maturity and the same Payment Date, such
Auction Rate Securities shall be redeemed on a pro rata basis among or between
such classes, subject to Section 2.02(d)(ii) hereof.


 


(ii)                                  All
of the Class A Notes shall be redeemed prior to redemption of any Class B
Notes; provided, however, upon the Indenture Trustee’s receipt of an Issuer
Order certifying that the ratio of the Value of the Trust Estate to the Value
of the Senior Notes and the Subordinate Notes then Outstanding exceeds 101.50%
and the ratio of the Value of the Trust Estate to the Value of the Senior Notes
then Outstanding exceeds 104.00%, or such other percentages that satisfy the
Rating Agency Condition, the Indenture Trustee shall redeem Class B Notes
while Class A Notes remain Outstanding until the Value of the Trust Estate
to the Value of the Notes equals the percentages described in this sentence
after giving effect to the redemption of Class B Notes.  The Indenture Trustee may conclusively rely
upon such certification without duty to know, determine or further examine such
Issuer Order.


 


12





















 


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


 


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


 


Section 2.03.  Delivery of Series 2005-2 Notes.  Upon the execution and delivery of this
Supplemental Indenture, the Issuer shall execute and deliver to the Indenture
Trustee and the Indenture Trustee shall authenticate the Series 2005-2
Notes and deliver the Class A Notes and the Class B Notes to The
Depository Trust Company; provided, however, prior to the delivery by the
Indenture Trustee of any of the Series 2005-2 Notes, there shall have been
filed with or delivered to the Indenture Trustee the following:


 


(a)                                  an
Issuer Order authorizing the execution and delivery of this Supplemental
Indenture and the issuance of the Series 2005-2 Notes;


 


(b)                                 duly
executed copies of this Supplemental Indenture and a copy of the Indenture; and


 


(c)                                  rating
letters from each Rating Agency stating (i) that the Class A Notes
have been rated “AAA” by Fitch and S&P and “Aaa” by Moody’s; (ii) that
the Class B Notes have been rated “A” by Fitch and S&P and “A2” by
Moody’s and (iii) that the issuance of the Series 2005-2 Notes will not
adversely affect the ratings assigned to the Series 2003-1 Notes, the Series 2003-2
Notes or the Series 2005-1 Notes or that the ratings on the Series 2003-1
Notes, the Series 2003-2 Notes or the Series 2005-1 Notes have been
confirmed.


 


Section 2.04.  Trustee’s Authentication Certificate.  The Indenture Trustee’s authentication
certificate upon the Series 2005-2 Notes shall be substantially in the
forms provided in Exhibits A-1 and A-2 hereto.  No Series 2005-2 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 Series 2005-2 Note shall be conclusive
evidence and the only competent evidence that such Note has been authenticated
and delivered hereunder.  The Indenture
Trustee’s certificate of authentication shall be deemed to have been duly
executed by it if manually signed by an authorized officer of the Indenture Trustee,
but it


 


13





















 


shall
not be necessary that the same person sign the certificate of authentication on
all of the Series 2005-2 Notes issued hereunder.


 


Section 2.05.  Deposit of Series 2005-2 Note Proceeds.  Upon the issuance and delivery of the Series 2005-2
Notes, the Indenture Trustee shall deposit the net proceeds thereof (i.e., net
of Underwriters’ discount of $2,205,000):


 


(a)                                  an
amount equal to $625,282,845 shall be deposited to the 2005-2 Acquisition
Account; and


 


(b)                                 an
amount equal to $2,512,155 shall be deposited to the Reserve Fund.


 


Section 2.06.  Forms of Series 2005-2 Notes.  The LIBOR Rate Notes shall be in substantially
the form set forth in Exhibit A-1 hereto and the Auction Rate Securities shall
be in substantially the form set forth in Exhibit A-2 hereto, each with
such variations, omissions and insertions as may be necessary.


 


Section 2.07.  Conditions Precedent.  Each of the Series 2005-2 Notes shall be
executed, authenticated and delivered on the Closing Date for such Series 2005-2
Notes set forth herein subject to the satisfaction of the conditions precedent
set forth in Section 2.09 of the Original Indenture and Section 2.03
hereof.


 


Section 2.08.  Issuer Covenants with Respect to Principal Reduction Payments.  No additional Notes may be issued by the
Issuer which have Principal Reduction Payments or, except as provided in this
Section, Stated Maturities (or mandatory sinking fund payments) prior to August 25,
2017 which are payable prior to the Principal Reduction Payments on the LIBOR
Rate Notes; provided, however, the Issuer may issue additional Notes with
Principal Reduction Payments which are payable concurrently with the Principal
Reduction Payments on the LIBOR Rate Notes or additional Notes with Stated
Maturities (or mandatory sinking fund payments) prior to August 25, 2017, if
the Issuer reasonably determines, on the date of issuance of such additional
Notes, that the issuance of such additional Notes will not adversely affect the
sufficiency of the amounts directed to make Principal Reduction Payments on the
LIBOR Rate Notes in accordance with the Targeted Balances set forth on
Appendix B hereto.


 


ARTICLE III



FUNDS AND ACCOUNTS


 


Section 3.01.  Acquisition Fund. 
The Indenture Trustee is hereby directed to establish an Account within
the Acquisition Fund to be known as the “2005-2 Acquisition Account.”  The Indenture Trustee shall deposit the
proceeds described in Section 2.05(a) hereof to the 2005-2
Acquisition Account on the Closing Date. 
Moneys in the 2005-2 Acquisition Account shall be used as described in Section 5.02
of the Indenture.  On May 1, 2006, or
such later date consented to by the Rating Agencies rating the Notes, any
proceeds of the Series 2005-2 Notes remaining in the 2005-2 Acquisition
Account shall be transferred to the Redemption Account and the 2005-2
Acquisition Account shall be closed.


 


14





















 


The Indenture Trustee is
hereby directed to continue the Redemption Account of the Acquisition Fund
established pursuant to Section 3.01 of the Series 2003-1
Supplemental Indenture.  All Recoveries
of Principal deposited to the Acquisition Fund shall be transferred to the
Redemption Account.  In addition, any
amounts permitted to be transferred to the Redemption Account from the Revenue
Fund pursuant to Section 5.03(b) of the Indenture shall be deposited
to the Redemption Account.  Moneys in the
Redemption Account shall be used (i) first, to make
the next scheduled Principal Reduction Payments on Notes pursuant to the
provisions of the Supplemental Indentures authorizing such Notes (or to retain
therein an amount sufficient to make such next Principal Reduction Payments), second, to mandatorily redeem Notes pursuant to the provisions
of the Supplemental Indentures authorizing such Notes and, third,
to make additional Principal Reduction Payments on Notes pursuant to the
provisions of the Supplemental Indentures authorizing such Notes or (ii) as
otherwise directed in a Supplemental Indenture.


 


ARTICLE IV



AMENDMENTS TO SUPPLEMENTAL INDENTURES


 


Section 4.01.  Amendment to Definition of “Reserve Fund
Requirement” Contained in the Series 2003-1 Supplemental Indenture.  The definition of “Reserve Fund Requirement” in Section 1.01 of the Series 2003-1
Supplemental Indenture is hereby amended and restated as follows:


 


“Reserve Fund Requirement”
means 0.75% of the Class A Notes and Class B Notes Outstanding;
provided, however, that so long as any Class A Notes or Class B Notes
remain Outstanding, there shall be at least $1,500,000 on deposit in the
Reserve Fund.  Further, such percentage
and amount may be changed upon satisfaction of the Rating Agency Condition and receipt
of a Rating Confirmation.


 


Section 4.02.  Amendment to Definition of “Reserve Fund
Requirement” Contained in the Series 2003-2 Supplemental Indenture.  The definition of “Reserve Fund Requirement” in Section 1.01 of the Series 2003-2
Supplemental Indenture is hereby amended and restated as follows:


 


“Reserve Fund Requirement”
means 0.75% of the Class A Notes and Class B Notes Outstanding;
provided, however, that so long as any Class A Notes or Class B Notes
remain Outstanding, there shall be at least $1,500,000 on deposit in the
Reserve Fund.  Further, such percentage
and amount may be changed upon satisfaction of the Rating Agency Condition and receipt
of a Rating Confirmation.


 


Section 4.03.  Amendment to Definition of “Reserve Fund
Requirement” Contained in the Series 2005-1 Supplemental Indenture.  The definition of “Reserve Fund Requirement”


 


15





















 


in Section 1.01
of the Series 2005-1 Supplemental Indenture is hereby amended and restated
as follows:


 


“Reserve Fund Requirement”
means 0.75% of the Class A Notes and Class B Notes Outstanding;
provided, however, that so long as any Class A Notes or Class B Notes
remain Outstanding, there shall be at least $1,500,000 on deposit in the
Reserve Fund.  Further, such percentage
and amount may be changed upon satisfaction of the Rating Agency Condition and receipt
of a Rating Confirmation.


 


Section 4.04.  Amendment to Section 4.02 of the Series 2003-1
Supplemental Indenture.  Section 4.02 of the Series 2003-1
Supplemental Indenture is hereby amended to designate the laws of the State of
New York as the governing law of the Series 2003-1 Supplemental Indenture.


 


Section 4.05.  Amendment to Section 6.02 of the Series 2003-2
Supplemental Indenture.  Section 6.02 of the Series 2003-2
Supplemental Indenture is hereby amended to designate the laws of the State of
New York as the governing law of the Series 2003-2 Supplemental Indenture.


 


Section 4.06.  Amendment to Section 4.02 of the Series 2005-1
Supplemental Indenture.  Section 4.02 of the Series 2005-1
Supplemental Indenture is hereby amended to designate the laws of the State of
New York as the governing law of the Series 2005-1 Supplemental Indenture.


 


ARTICLE V



GENERAL PROVISIONS


 


Section 5.01.  Date of Execution. 
This Supplemental Indenture for convenience and for the purpose of
reference is dated as of November 1, 2005.


 


Section 5.02.  Laws Governing.  It is the intent of the parties hereto that
this Supplemental Indenture shall in all respects be governed by the laws of
the State of New York.


 


Section 5.03.  Severability.  If
any covenant, agreement, waiver or part thereof in this Supplemental Indenture
contained be forbidden by any pertinent law or under any pertinent law be
effective to render this Supplemental Indenture invalid or unenforceable or to
impair the lien hereof, then each such covenant, agreement, waiver, or part
thereof shall itself be and is hereby declared to be wholly ineffective, and
this Supplemental Indenture shall be construed as if the same were not included
herein.


 


Section 5.04.  Exhibits and Appendices.  The terms of each Exhibit and Appendix
attached to this Supplemental Indenture are incorporated herein in all
particulars.


 


Section 5.05.  Limitation of Liability of the Delaware Trustee.  It is expressly understood and agreed by the
parties hereto that (a) this Supplemental Indenture is executed and


 


16





















 


delivered
by the Delaware Trustee, not individually or personally but solely as Delaware
Trustee of the Issuer, in the exercise of the powers and authority conferred
and vested in it under the Trust Agreement; (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by the Delaware Trustee but is made and intended for the purpose of
binding only the Issuer; and (c) under no circumstances shall the Delaware
Trustee be personally liable for the payment of any indebtedness or expenses of
the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under
this Supplemental Indenture.


 


ARTICLE VI



APPLICABILITY OF INDENTURE


 


The provisions of the
Indenture are hereby ratified, approved and confirmed, except as otherwise
expressly modified by this Supplemental Indenture.  The representations, warranties and covenants
contained in the Indenture (except as expressly modified herein) are hereby
reaffirmed with the same force and effect as if fully set forth herein and made
again as of the date hereof.


 


17





















 


IN WITNESS WHEREOF, the Issuer and the Indenture
Trustee have caused this Supplemental Indenture to be executed by their
respective Authorized Officers, to evidence its acceptance of the trusts hereby
created, has caused this Supplemental Indenture to be executed in its name and
behalf, all in multiple counterparts, each of which shall be deemed an
original, and the Issuer and the Indenture Trustee have caused this
Supplemental Indenture to be dated as of the date herein above first shown,
although actually executed on the dates shown in the acknowledgments hereafter
appearing.


 


	
   

  	
  GCO EDUCATION LOAN FUNDING TRUST-I

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ W. Chris Sponenberg

  
	
   

  	
  Name 

  	
  W. Chris Sponenberg

  
	
   

  	
  Title 

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  ZIONS FIRST NATIONAL BANK, not in its

  individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ David W. Bata

  
	
   

  	
   

  	
  David W. Bata, Vice President

  
					



 


 


[Signature Page to Series 2005-2
Supplemental Indenture of Trust]


 





















 


APPENDIX A



CERTAIN TERMS AND PROVISIONS OF

THE AUCTION RATE SECURITIES


 


ARTICLE I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Auction Date” means, initially, November 29,
2005 and thereafter, the Business Day immediately preceding the first day of
each Auction Period, other than:


 


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


 


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


 


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


 





















 


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


 


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


 


“Auction Period” means the Interest Period
applicable to the Auction Rate Securities during which time the Interest Rate
is determined pursuant to Section 2.02(a) of this Appendix A,
which Auction Period (after the Initial Period) initially shall consist
generally of 28 days for the Auction Rate Securities, as the same may be
adjusted pursuant to Sections 2.01 and 2.02(g) of this
Appendix A.


 


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


 


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


 


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


 


“Auction Rate Securities” means the Class B
Notes.


 


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


 


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


 


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


 


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


 


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


 


“Bond Equivalent Yield” means with respect
to any security with a maturity of six months or less the rate for which is
quoted in The Wall Street Journal
on a bank discount basis, a yield (expressed as a percentage) calculated in
accordance with the following formula and rounded up to the nearest one-hundredth
of one percent:


 




	
  Bond Equivalent Yield =

  	
   

  	
  Q x N

  	
  x 100

  
	
   

  	
  360 – (T x Q)

  






 


A-2





















 


where “Q” refers to the
per annum interest rate for the security quoted on a bank discount basis and
expressed as a decimal, “N” refers to 365 or 366 (days), as the case may be,
and “T” refers to the number of days to maturity.


 


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


 


“Broker-Dealer” means, Citigroup Global
Markets, Inc. or any other broker or dealer (each as defined in the
Securities Exchange Act of 1934, as amended), commercial bank or other entity
permitted by law to perform the functions required of a Broker-Dealer set forth
in the Auction Procedures that (a) is a Participant (or an affiliate of a
Participant); (b) has been appointed as such by the Issuer pursuant to Section 2.02(f) of
this Appendix A; and (c) has entered into a Broker-Dealer Agreement
that is in effect on the date of reference.


 


“Broker-Dealer Agreements” means the
agreements between the Auction Agent and the Broker-Dealers, and approved by
the Issuer, pursuant to which the Broker-Dealers agree to participate in
Auctions as set forth in the Auction Procedures, as from time to time amended
or supplemented.  The Broker-Dealer
Agreements shall be in substantially the form of the Broker-Dealer Agreements,
each dated as of November 1, 2005, among the Issuer, Deutsche Bank Trust
Company Americas, as Auction Agent, and Citigroup Global Markets, Inc.


 


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


 


“Business Day”
means any day other than a Saturday, Sunday, holiday or other day on which the
New York Stock Exchange or banks located in New York, New York, or in the city
in which the principal office of the Indenture Trustee or the Auction Agent is
located, are authorized or permitted by law or executive order to close;
provided that with respect to Auction Dates such term shall exclude April 14
and 15 and December 30 and 31 and such other dates as may be agreed to in
writing by the Auction Agent, the Broker-Dealers and the Issuer.


 


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


 


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


 


A-3





















 


include within the
meanings of such words any Carry-over Amount or any interest accrued on any
Carry-over Amount.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Auction Agent Agreement” means the
Auction Agent Agreement dated as of November 1, 2005, by and among the
Issuer, the Indenture Trustee and the Initial Auction Agent, including any
amendment thereof or supplement thereto.


 


A-4





















 


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


 


“Initial Rate” means 4.20%.


 


“Initial Rate Adjustment Date” means November 30,
2005.


 


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


 


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


 


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


 


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


 


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


 


A-5





















 


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


 


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


 


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


 


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


 


“Participant”
means a member of, or participant in, the Securities Depository.


 


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


 


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


 


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


 


A-6





















 


“Program Expense Percentage” means, the
percentage that all Program Expenses (other than Consolidation Loan rebate
fees) estimated for the next 12 months represent of the principal amount of the
Notes, which as of November 2, 2005 is 0.27%, and which the Issuer shall
calculate annually on the last day of each calendar year and provide to the Indenture
Trustee, the Auction Agent and the Broker-Dealers in the form of an Issuer
Order.  Any adjustment in the Program
Expense Percentage shall be certified to the Indenture Trustee in an Issuer
Order and shall be effective beginning on the first Interest Rate Determination
Date following each such calculation.


 


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


 


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


 


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


 


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


 


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


 


“Submission Processing Deadline” means the
earlier of (i) 40 minutes after the Submission Deadline and (ii) the
time when the Auction Agent begins to disseminate the results of the Auction to
the Broker-Dealers.


 


“Submission Processing Representation”
shall have the meaning specified in Section 2.11 of the Auction Agency
Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


A-7





















 


Indenture Trustee
and the Issuer to perform the duties of the Auction Agent under this
Appendix A.


 


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


 


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


 


ARTICLE II



TERMS AND ISSUANCE


 


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


 


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


 


The Auction Note Interest
Rate to be borne by the Auction Rate Securities after such Initial Period for
each Auction Period until an Auction Period Adjustment, if any, shall be
determined as described below.  Unless
otherwise specified in an Issuer Order, each such Auction Period after the
Initial Period shall commence on and include the day following the expiration
of the immediately preceding Auction Period and terminate on and include the Tuesday
(unless such day is not followed by a Business Day, in which case on the next
succeeding day that is followed by a Business Day) of the following fourth week;
provided, however, that in the case of the Auction Period that immediately
follows the Initial Period for the Auction Rate Securities, such Auction Period
shall commence on the Initial Rate Adjustment Date.  By way of example, if an Interest Period
ordinarily would end on a Tuesday, but the following Wednesday is not a
Business Day, the Interest Period will end on that Wednesday and the new
Interest Period will begin on Thursday.  The
Auction Note Interest Rate of the Auction Rate Securities for each Auction
Period shall be the Auction Rate in effect for such Auction Period as
determined in accordance with Section 2.02(a) of this
Appendix A.


 


Notwithstanding the
foregoing, unless otherwise specified in an Issuer Order, if an Auction is
scheduled to occur for the next Auction Period on a date that was reasonably
expected to be a Business Day, but such Auction does not occur because such
date is later not considered to be a Business Day, the Auction shall
nevertheless be deemed to have occurred, and the applicable Auction Note
Interest Rate in effect for the next Auction Period will be the Auction Note
Interest Rate in effect for the preceding Auction Period and such Auction
Period will generally be 28 days in duration, beginning on the calendar day
following the date of the deemed


 


A-8





















 


Auction and ending
on (and including) the applicable Wednesday (unless such day is not followed by
a Business Day, in which case on the next succeeding day that is followed by a
Business Day) of the following fourth week. 
If the preceding Auction Period was other than generally 28 days in
duration, the Auction Note Interest Rate for the deemed Auction will instead be
the rate of interest determined by the applicable Broker-Dealer on equivalently
rated auction securities with a comparable length of auction period.


 


Notwithstanding the
foregoing:


 


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


 


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


 


In accordance with Section 2.02(a)(iii)(B) and
(C) of this Appendix A, the Auction Agent shall promptly give written
notice to the Indenture Trustee and the Issuer of each Auction Note Interest
Rate (unless the Auction Note Interest Rate is the applicable Non-Payment Rate)
and the Maximum Rate when such rate is not the Auction Note Interest Rate,
applicable to the Auction Rate Securities. 
The Indenture Trustee shall, upon request, notify the Noteholders and
the Issuer of Auction Rate Securities of the applicable Auction Note Interest
Rate applicable to such Auction Rate Securities for each Auction Period not
later than the third Business Day of such Auction Period.  Notwithstanding any other provision of the
Auction Rate Securities or this Supplemental Indenture and except for the
occurrence of a Payment Default, interest payable on the Auction Rate
Securities for an Auction Period shall never exceed for such Auction Period the
amount of interest payable at the applicable Maximum Rate in effect for such
Auction Period.


 


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


 


Such Carry-over Amount
shall bear interest calculated at a rate equal to One-Month LIBOR (as
determined by the Auction Agent, provided the Indenture Trustee has received
notice of One-Month LIBOR from the Auction Agent, and if the Indenture Trustee
shall not have received such notice from the Auction Agent, then as determined
by the Indenture Trustee) from the Payment Date for the Interest Period with
respect to which such Carry-over Amount was calculated, until paid.  Any payment in respect of Carry-over Amount
shall be applied, first, to any accrued interest payable thereon and, second,
in reduction of such Carry-over Amount. 
For purposes of this Supplemental Indenture and this Appendix A,
any reference to “principal” or “interest” herein shall not include within the
meaning of such words Carry-over Amount or any interest accrued on any such
Carry-over Amount. Such Carry-over Amount shall be separately


 


A-9





















 


calculated for each
Auction Rate Security by the Indenture Trustee during such Interest Period in
sufficient time for the Indenture Trustee to give notice to each Noteholder of
such Carry-over Amount as required in the next succeeding sentence.  Not less than four days before the Payment
Date for an Interest Period with respect to which such Carry-over Amount has
been calculated by the Indenture Trustee, the Indenture Trustee shall give
written notice to each Noteholder the Auction Agent and the Issuer of the Carry-over
Amount applicable to each Auction Rate Security, which written notice may
accompany the payment of interest made to the Noteholder on such Payment Date.  Such notice shall state, in addition to such
Carry-over Amount, that, unless and until an Auction Rate Security has been
redeemed (other than by optional redemption), after which redemption all
accrued Carry-over Amounts (and all accrued interest thereon) that remain
unpaid shall be canceled and no Carry-over Amount (and interest accrued
thereon) shall be paid with respect to any redeemed Auction Rate Security, (a) the
Carry-over Amount (and interest accrued thereon calculated at a rate equal to
One-Month LIBOR) shall be paid by the Indenture Trustee on an Auction Rate
Security on the earliest of (i) the date of defeasance of the Auction Rate
Securities; or (ii) the first occurring Payment Date (or on the date of
any optional redemption) if and to the extent that (A) the Eligible Carry-over
Make-Up Amount with respect to such subsequent Interest Period is greater than
zero; and (B) moneys are available pursuant to the terms of the Indenture
in an amount sufficient to pay all or a portion of such Carry-over Amount (and
interest accrued thereon); and (b) interest shall accrue on the Carry-over
Amount at a rate equal to One-Month LIBOR until such Carry-over Amount is paid
in full or is cancelled.


 


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


 


A-10





















 


such partial
payment of the Carry-over Amount remaining unpaid on such Auction Rate
Security.


 


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


 


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


 


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


 


Section 2.02  Auction Rate.


 


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


 


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


 


A-11





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-12





















 


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


 


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


 


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


 


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


 


b.                                      such principal amount, or a lesser principal amount of Outstanding
Auction Rate Securities set forth in Section 2.02(a)(iv)(B)(3) of
this Appendix A, if Sufficient Bids have not been made.


 


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


 


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


 


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


 


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


 


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


 


A-13





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(1)                                  All Hold Orders shall be considered valid, but only up to the
aggregate principal amount of Outstanding Auction Rate Securities owned by such
Existing Owner, and if the aggregate principal amount of Auction Rate


 


A-14





















 


Securities
subject to such Hold Orders exceeds the aggregate principal amount of Auction
Rate Securities owned by such Existing Owner, the aggregate principal amount of
Auction Rate Securities subject to each such Hold Order shall be reduced pro
rata so that the aggregate principal amount of Auction Rate Securities subject
to such Hold Order equals the aggregate principal amount of Outstanding Auction
Rate Securities owned by such Existing Owner.


 


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


 


b.                                      subject to subclause (1) of this clause (E), if more
than one Bid with the same rate is submitted on behalf of such Existing Owner
and the aggregate principal amount of Outstanding Auction Rate Securities
subject to such Bids is greater than such excess, such Bids shall be considered
valid up to an amount equal to such excess;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(2)                                  from the Submitted Orders whether:


 


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


 


exceeds or is
equal to the sum of:


 


b.                                      the aggregate principal amount of Outstanding Auction Rate
Securities subject to Submitted


 


A-16





















 


Bids by
Existing Owners specifying one or more rates higher than the applicable Maximum
Rate; and


 


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


 


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


 


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


 


a.                                       (x) each Submitted Bid from Existing Owners specifying such
lowest rate; and (y) all other Submitted Bids from Existing Owners
specifying lower rates were rejected, thus entitling such Existing Owners to
continue to own the principal amount of Auction Rate Securities subject to such
Submitted Bids; and


 


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


 


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


 


(B)                                Promptly after the Auction Agent has made the determinations
pursuant to Section 2.02(a)(iii)(A) of this Appendix A, the
Auction Agent shall advise the Indenture Trustee, the Broker-Dealers and the
Issuer of the Maximum Rate and the All Hold Rate and the components thereof on
the Auction Date.  The Indenture Trustee
may conclusively rely on the Auction Agent with respect to receipt or non-receipt
of such rates described above without duty to know, determine or further
examine.  Based on such determinations,
the Auction Rate for the next succeeding Interest Period will be established as
follows:


 


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


 


A-17





















 


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


 


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


 


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


 


(iv)                              Existing Owners shall continue to own the principal amount of
Auction Rate Securities that are subject to Submitted Hold Orders.  If the Cap Rate is equal to or greater than
the Bid Auction Rate and if Sufficient Bids have been received by the Auction
Agent, the Bid Auction Rate will be the Auction Note Interest Rate, and
Submitted Bids and Submitted Sell Orders will be accepted or rejected and the
Auction Agent will take such other action as described below in subparagraph (A).


 


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


 


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


 


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


 


A-18





















 


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


 


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


 


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


 


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


 


A-19





















 


Auction
Rate Securities subject to such Submitted Bid and the denominator of which
shall be the sum of the principal amount of Outstanding Auction Rate Securities
subject to Submitted Bids made by all such Potential Owners that specified a
rate equal to the Auction Note Interest Rate, subject to the provisions of Section 2.02(a)(iv)(D) of
this Appendix A.


 


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


 


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


 


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


 


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


 


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


 


A-20





















 


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


 


(E)                                 If, as a result of the procedures described in paragraph (B) of
this Section 2.02(a)(iv), any Potential Owner would be entitled or
required to purchase less than an Authorized Denomination of Auction Rate
Securities, the Auction Agent shall, in such manner as in its sole discretion
it shall determine, allocate Auction Rate Securities for purchase among Potential
Owners so that only Auction Rate Securities in Authorized Denominations are
purchased by any Potential Owner, even if such allocation results in one or
more of such Potential Owners not purchasing any Auction Rate Securities.


 


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


 


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


 


(vii)                           Notwithstanding anything in this Appendix A to the contrary, (A) no
Auction for the Auction Rate Securities for an Auction Period of less than
180 days will be held on any Auction Date hereunder on which there are
insufficient moneys in the Revenue Fund to pay, or otherwise held by the
Indenture Trustee under the Indenture and available to pay, the principal of
and


 


A-21





















 


interest
due on the Auction Rate Securities on the Payment Date immediately following
such Auction Date, and (B) no Auction will be held on any Auction Date
hereunder during the continuance of a Payment Default.  The Indenture Trustee shall promptly notify
the Auction Agent of any such occurrence.


 


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


 


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


 


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


 


(c)                                  Calculation of Maximum
Rate, All Hold Rate, Applicable LIBOR Rate, and Non-Payment Rate.  The Auction Agent shall
calculate the Maximum Rate, Applicable LIBOR Rate, and All Hold Rate, as the
case may be, on each Auction Date and shall notify the Indenture Trustee and
the Broker-Dealers of the Maximum Rate, Applicable LIBOR Rate, and All Hold
Rate, as the case may be, as provided in the Auction Agent Agreement; provided,
that if the ownership of the Auction Rate Securities is no longer maintained in
Book-entry Form, or if a Payment Default has occurred, then the Indenture
Trustee shall determine the Maximum Rate, Applicable LIBOR Rate, All Hold Rate
and Non-Payment Rate for each such Interest Period.  If the ownership of the Auction Rate
Securities is no longer maintained in Book-entry Form by the Securities
Depository, the Indenture Trustee shall calculate the Maximum Rate on the
Business Day immediately preceding the first day of each Interest Period after
the delivery of certificates representing the Auction Rate Securities pursuant
to the Indenture.  If a Payment Default
shall have occurred, the Indenture Trustee shall calculate the Non-Payment Rate
on the Interest Rate Determination Date for (i) each Interest Period
commencing after the occurrence and during the continuance of such Payment
Default and (ii) any Interest Period commencing less than two Business
Days after the cure of any Payment Default. 
The determination by the Indenture Trustee or the Auction Agent,


 


A-22





















 


as the
case may be, of the Maximum Rate, Applicable LIBOR Rate, All Hold Rate and Non-Payment
Rate shall (in the absence of manifest error) be final and binding upon all
parties.  If calculated or determined by
the Auction Agent, the Auction Agent shall promptly advise the Indenture
Trustee of the Maximum Rate, Applicable LIBOR Rate, and All Hold Rate.  In the event the Indenture Trustee may be
required to make any calculation in accordance with the provisions of this Section 2.02(c),
the Indenture Trustee may hire such calculation agents, experts, consultants or
agents as it deems necessary and shall be reimbursed by the Issuer for any
costs or expenses associated with such hiring.


 


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


 


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


 


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


 


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


 


(B)                                pursuant to Section 2.01 of this Appendix A, advise the Registered
Owners of the Auction Rate Securities of any Carry-over Amount accruing on such
Auction Rate Securities; and


 


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


 


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


 


A-23





















 


(e)                                  Auction Agent.


 


(i)                                     Deutsche Bank Trust Company Americas is hereby appointed as Initial
Auction Agent to serve as agent for the Issuer in connection with
Auctions.  The Indenture Trustee is
hereby directed to enter into the Initial Auction Agent Agreement with Deutsche
Bank Trust Company Americas, as the Initial Auction Agent.  Any Substitute Auction Agent shall be (A) a
bank, national banking association or trust company duly organized under the
laws of the United States of America or any state or territory thereof having
its principal place of business in the Borough of Manhattan, New York, or
such other location as approved by the Indenture Trustee in writing and having
a combined capital stock or surplus of at least $50,000,000; or (B) a
member of the National Association of Securities Dealers, Inc., having a
capitalization of at least $50,000,000, and, in either case, authorized by law
to perform all the duties imposed upon it hereunder and under the Auction Agent
Agreement.  The Auction Agent may at any
time resign and be discharged of the duties and obligations created by this
Appendix A by giving at least 90 days’ notice to the Indenture
Trustee, each Broker-Dealer and the Issuer. 
The Auction Agent may be removed at any time by the Indenture Trustee
upon the written direction of an Authorized Officer of the Issuer or by the
holders of a majority of the aggregate principal amount of the Auction Rate
Securities then Outstanding, and if by such Noteholders, by an instrument signed
by such Noteholders or their attorneys and filed with the Auction Agent, the
Issuer and the Indenture Trustee upon at least 90 days’ written
notice.  Neither resignation nor removal
of the Auction Agent pursuant to the preceding two sentences shall be effective
until and unless a Substitute Auction Agent has been appointed and has accepted
such appointment.  If required by the
Issuer, a Substitute Auction Agent Agreement shall be entered into with a
Substitute Auction Agent. 
Notwithstanding the foregoing, the Auction Agent may terminate the
Auction Agent Agreement if, within 25 days after notifying the Indenture
Trustee, each Broker-Dealer and the Issuer in writing that it has not received
payment of any Auction Agent Fee due it in accordance with the terms of the
Auction Agent Agreement, the Auction Agent does not receive such payment.


 


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


 


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


 


A-24





















 


(f)                                    Broker-Dealer.


 


(i)                                     The Auction Agent will enter into Broker-Dealer Agreement with Citigroup
Global Markets, Inc. as the initial Broker-Dealer.  An Authorized Officer may, from time to time,
approve one or more additional persons to serve as a Broker-Dealer under the
Broker-Dealer Agreements and shall be responsible for providing such Broker-Dealer
Agreements to the Indenture Trustee and the Auction Agent.


 


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


 


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


 


(i)                                     While any of the Auction Rate Securities are Outstanding, the
applicable Broker-Dealer, with the written consent of an Authorized Officer,
may, from time to time, change the length of one or more Auction Periods (an “Auction
Period Adjustment”), in order to conform with then current market practice with
respect to similar securities or to accommodate economic and financial factors
that may affect or be relevant to the length of the Auction Period and the
interest rate borne by the Auction Rate Securities.  The Broker-Dealer shall initiate the Auction
Period Adjustment by giving written notice to the Indenture Trustee, the
Administrator, the Auction Agent, each Rating Agency and the Securities
Depository in substantially the form of, or containing substantially the
information contained in, Exhibit E attached hereto at least 10 days
prior to the Auction Date for such Auction Period.


 


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


 


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


 


A-25





















 


Auction
Period shall be the Auction Period determined without reference to the proposed
change.


 


In connection
with any Auction Period Adjustment, the Auction Agent shall provide such
further notice to such parties as is specified in Section 2.05(a) of
the Auction Agent Agreement.


 


(h)                                 Changes in the Auction
Date. 
The applicable Broker-Dealer, with the written consent of an Authorized
Officer and, if applicable, upon receipt of the opinion of Note Counsel as
required below, may specify a different Auction Date (but in no event more than
five Business Days earlier) than the Auction Date that would otherwise be
determined in accordance with the definition of “Auction Date” in Section 1.01
of this Appendix A with respect to one or more specified Auction Periods
in order to conform with then current market practice with respect to similar
securities or to accommodate economic and financial factors that may affect or
be relevant to the day of the week constituting an Auction Date and the
interest rate borne on the Auction Rate Securities.  The applicable Broker-Dealer shall deliver a written
request for consent to such change in the length of the Auction Date to the
Issuer at least 14 days prior to the effective date of such change.  If the Issuer shall have delivered such
written consent to the applicable Broker-Dealer, such Broker-Dealer shall
provide notice of its determination to specify an earlier Auction Date for one
or more Auction Periods by means of a written notice delivered at least
10 days prior to the proposed changed Auction Date to the Indenture
Trustee, the Auction Agent, the Issuer, each Rating Agency and the Securities
Depository.  Such notice shall be
substantially in the form of, or contain substantially the information
contained in, Exhibit G attached hereto. 
Notwithstanding the foregoing, the applicable Broker-Dealer may, without
consent from an Authorized Officer, an opinion of Note Counsel, request for
consent or notice to the Indenture Trustee, the Auction Agent, the Issuer, any
Rating Agency or the Securities Depository, (i) defer any Auction Date to
the next succeeding Business Day, if the Auction Date would, without such
deferral, not be a Business Day; and (ii) in such event, shorten the next
succeeding Auction period by the number of days that the prior Auction Date was
deferred.


 


In connection
with any change described in this Section 2.02(h), the Auction Agent shall
provide such further notice to such parties as is specified in Section 2.05(b) of
the Auction Agent Agreement.


 


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


 


In no event
shall the cumulative amount of interest paid or payable on the Auction Rate
Securities (including interest calculated as provided herein, plus any other
amounts that constitute interest on the Auction Rate Securities under
applicable law, which are contracted for, charged, reserved, taken or received
pursuant to the Auction Rate Securities or related documents) calculated from
the Date of Closing of the Auction Rate Securities through any


 


A-26





















 


subsequent
day during the term of the Auction Rate Securities or otherwise prior to
payment in full of the Auction Rate Securities exceed the amount permitted by
applicable law.  If the applicable law is
ever judicially interpreted so as to render usurious any amount called for
under the Auction Rate Securities or related documents or otherwise contracted
for, charged, reserved, taken or received in connection with the Auction Rate
Securities, or if the redemption or acceleration of the maturity of the Auction
Rate Securities results in payment to or receipt by the Noteholder or any
former Noteholder of the Auction Rate Securities of any interest in excess of
that permitted by applicable law, then, notwithstanding any provision of the
Auction Rate Securities or related documents to the contrary, all excess
amounts theretofore paid or received with respect to the Auction Rate
Securities shall be credited on the principal balance of the Auction Rate
Securities (or, if the Auction Rate Securities have been paid or would thereby
be paid in full, refunded by the recipient thereof), and the provisions of the
Auction Rate Securities and related documents shall automatically and
immediately be deemed reformed and the amounts thereafter collectible hereunder
and thereunder reduced, without the necessity of the execution of any new
document, so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for under the Auction Rate
Securities and under the related documents.


 


A-27





















 


APPENDIX B



TARGETED BALANCES FOR THE CLASS A NOTES


 


TARGETED BALANCES FOR THE CLASS A-4L
NOTES


 


	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5/25/2006

  	
   

  	
  $

  	
  178,972,000

  	
   

  	
  $

  	
  3,028,000

  	
   

  	
  8/25/2008

  	
   

  	
  $

  	
  90,833,000

  	
   

  	
  $

  	
  7,365,000

  	
   

  
	
  8/25/2006

  	
   

  	
  170,027,000

  	
   

  	
  8,945,000

  	
   

  	
  11/25/2008

  	
   

  	
  79,809,000

  	
   

  	
  11,024,000

  	
   

  
	
  11/25/2006

  	
   

  	
  160,354,000

  	
   

  	
  9,673,000

  	
   

  	
  2/25/2009

  	
   

  	
  68,777,000

  	
   

  	
  11,032,000

  	
   

  
	
  2/25/2007

  	
   

  	
  151,254,000

  	
   

  	
  9,100,000

  	
   

  	
  5/25/2009

  	
   

  	
  56,905,000

  	
   

  	
  11,872,000

  	
   

  
	
  5/25/2007

  	
   

  	
  140,974,000

  	
   

  	
  10,280,000

  	
   

  	
  8/25/2009

  	
   

  	
  44,036,000

  	
   

  	
  12,869,000

  	
   

  
	
  8/25/2007

  	
   

  	
  130,713,000

  	
   

  	
  10,261,000

  	
   

  	
  11/25/2009

  	
   

  	
  33,449,000

  	
   

  	
  10,587,000

  	
   

  
	
  11/25/2007

  	
   

  	
  120,318,000

  	
   

  	
  10,395,000

  	
   

  	
  2/25/2010

  	
   

  	
  21,422,000

  	
   

  	
  12,027,000

  	
   

  
	
  2/25/2008

  	
   

  	
  109,619,000

  	
   

  	
  10,699,000

  	
   

  	
  5/25/2010

  	
   

  	
  10,281,000

  	
   

  	
  11,141,000

  	
   

  
	
  5/25/2008

  	
   

  	
  98,198,000

  	
   

  	
  11,421,000

  	
   

  	
  8/25/2010

  	
   

  	
  0

  	
   

  	
  10,281,000

  	
   

  



 


TARGETED BALANCES FOR THE CLASS A-5L
NOTES


 


	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8/25/2010

  	
   

  	
  $

  	
  170,084,000

  	
   

  	
  $

  	
  916,000

  	
   

  	
  8/25/2012

  	
   

  	
  $

  	
  78,759,000

  	
   

  	
  $

  	
  10,802,000

  	
   

  
	
  11/25/2010

  	
   

  	
  159,235,000

  	
   

  	
  10,849,000

  	
   

  	
  11/25/2012

  	
   

  	
  68,215,000

  	
   

  	
  10,544,000

  	
   

  
	
  2/25/2011

  	
   

  	
  147,910,000

  	
   

  	
  11,325,000

  	
   

  	
  2/25/2013

  	
   

  	
  57,482,000

  	
   

  	
  10,733,000

  	
   

  
	
  5/25/2011

  	
   

  	
  136,171,000

  	
   

  	
  11,739,000

  	
   

  	
  5/25/2013

  	
   

  	
  46,793,000

  	
   

  	
  10,689,000

  	
   

  
	
  8/25/2011

  	
   

  	
  124,282,000

  	
   

  	
  11,889,000

  	
   

  	
  8/25/2013

  	
   

  	
  36,222,000

  	
   

  	
  10,571,000

  	
   

  
	
  11/25/2011

  	
   

  	
  112,649,000

  	
   

  	
  11,633,000

  	
   

  	
  11/25/2013

  	
   

  	
  26,175,000

  	
   

  	
  10,047,000

  	
   

  
	
  2/25/2012

  	
   

  	
  101,243,000

  	
   

  	
  11,406,000

  	
   

  	
  2/25/2014

  	
   

  	
  9,962,000

  	
   

  	
  16,213,000

  	
   

  
	
  5/25/2012

  	
   

  	
  89,561,000

  	
   

  	
  11,682,000

  	
   

  	
  5/25/2014

  	
   

  	
  0

  	
   

  	
  9,962,000

  	
   

  



 


TARGETED BALANCES FOR THE CLASS A-6L
NOTES


 


	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5/25/2014

  	
   

  	
  $

  	
  238,444,000

  	
   

  	
  $

  	
  6,556,000

  	
   

  	
  2/25/2016

  	
   

  	
  $

  	
  82,640,000

  	
   

  	
  $

  	
  20,685,000

  	
   

  
	
  8/25/2014

  	
   

  	
  214,496,000

  	
   

  	
  23,948,000

  	
   

  	
  5/25/2016

  	
   

  	
  62,727,000

  	
   

  	
  19,913,000

  	
   

  
	
  11/25/2014

  	
   

  	
  191,129,000

  	
   

  	
  23,367,000

  	
   

  	
  8/25/2016

  	
   

  	
  43,268,000

  	
   

  	
  19,459,000

  	
   

  
	
  2/25/2015

  	
   

  	
  168,477,000

  	
   

  	
  22,652,000

  	
   

  	
  11/25/2016

  	
   

  	
  23,177,000

  	
   

  	
  20,091,000

  	
   

  
	
  5/25/2015

  	
   

  	
  146,490,000

  	
   

  	
  21,987,000

  	
   

  	
  2/25/2017

  	
   

  	
  4,644,000

  	
   

  	
  18,533,000

  	
   

  
	
  8/25/2015

  	
   

  	
  124,702,000

  	
   

  	
  21,788,000

  	
   

  	
  5/25/2017

  	
   

  	
  0

  	
   

  	
  4,644,000

  	
   

  
	
  11/25/2015

  	
   

  	
  103,325,000

  	
   

  	
  21,377,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


EXHIBIT A-1



FORM OF SENIOR LIBOR FLOATING RATE SECURITIES


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


EXCEPT AS OTHERWISE
PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE
BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS
DEFINED IN THE INDENTURE) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A
NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.


 


THE PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. 
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


GCO EDUCATION LOAN FUNDING TRUST-I

GCO ELF STUDENT LOAN ASSET-BACKED NOTE

SENIOR [CLASS A-4L] [CLASS A-5L] [CLASS A-6L]

LIBOR FLOATING RATE


 


	
  REGISTERED
  NO. R-   

  	
   

  	
  REGISTERED
  $

  



 


 


	
  Maturity
  Date

  	
   

  	
  Interest Rate

  	
   

  	
  Original Issue Date

  	
   

  	
  CUSIP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LIBOR plus %

  	
   

  	
  November 2, 2005

  	
   

  	
  36156H        

  	
   

  



 


PRINCIPAL
SUM:  **                                                                                                   AND
00/100 DOLLARS**


 


NOTEHOLDER:
 **CEDE & CO.**


 


GCO EDUCATION
LOAN FUNDING TRUST-I, a Delaware statutory trust organized under the laws of
the State of Delaware (the “Issuer,” which term includes any successor entity


 





















 


under
the Indenture of Trust, dated as of March 1, 2003 (as amended, the “Indenture”),
among the Issuer, Zions First National Bank, as Indenture Trustee (the “Indenture
Trustee,” which term includes any successor indenture trustee under the
Indenture) and Zions First National Bank, as Eligible Lender Trustee, the Series 2003-1
Supplemental Indenture of Trust dated as of March 1, 2003 (the “Series 2003-1
Supplemental Indenture”), between the Issuer and Indenture Trustee, the Series 2003-2
Supplemental Indenture of Trust dated as of September 1, 2003 (the “Series 2003-2
Supplemental Indenture”), between the Issuer and Indenture Trustee, the Third
Supplemental Indenture dated as of December 1, 2004 (the “Third
Supplemental Indenture”), between the Issuer and the Indenture Trustee, the Series 2005-1
Supplemental Indenture of Trust dated as of March 1, 2005 (the “Series 2005-1
Supplemental Indenture”) between the Issuer and the Indenture Trustee and the Series 2005-2
Supplemental Indenture of Trust dated as of November 1, 2005 (the “Series 2005-2
Supplemental Indenture”) between the Issuer and the Indenture Trustee) for
value received, hereby promises to pay to the Noteholder (stated above) or
registered assigns, the Principal Sum of (stated above), but solely from the
revenues and receipts hereinafter specified and not otherwise, on the Maturity
Date specified above (subject to the right of prior redemption hereinafter
described), upon presentation and surrender of this note at the Corporate Trust
Office of the Indenture Trustee, as paying agent, Indenture Trustee,
authenticating agent and registrar for the Notes, or a duly appointed successor
paying agent, and to pay interest in arrears on said Principal Sum, but solely
from the revenues and receipts hereinafter specified and not otherwise, to the
Noteholder hereof from the most recent Payment Date to which interest has been
paid hereon, until the payment of said principal sum in full.


 


Any
capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the
Indenture.


 


This note
shall bear interest at a LIBOR rate, as determined in the Series 2005-2
Supplemental Indenture, plus the margin specified above.


 


The principal
of and interest on this note are payable in lawful money of the United States
of America.  If the specified date for
any payment of principal or interest accrued to such specified date shall be a
day other than a Business Day then such payment may be made on the next
succeeding Business Day, with the same force and effect as if made on the
specified date for such payment without additional interest.


 


Interest
payable on this note shall be computed on the assumption that each year
contains 360 days and actual days elapsed and rounding the resultant
figure to the fifth decimal place.


 


This note is
one of a series of notes of the Issuer designated GCO ELF Student Loan Asset-Backed
Notes, [Senior Class A-4L LIBOR Floating Rate,] [Senior Class A-5L
LIBOR Floating Rate] [Senior Class A-6L LIBOR Floating Rate] dated the
Closing Date, in the aggregate original principal amount of $           
(the “Class A-[4L][5L][6L] Notes”) which have been authorized by the
Issuer, and issued by the Issuer pursuant to the Indenture.  The Issuer is, simultaneously with the Class A-[4L][5L][6L]
Notes, issuing $           
of its GCO ELF Student Loan Asset-Backed Notes, Senior Class A Notes in two
other classes (together with the Class A-[4L][5L][6L] Notes, the “Class A
Notes”) and $32,000,000 of its GCO ELF Student Loan Asset-Backed Notes,
Subordinate Class B-4AR Auction Rate Securities in one class (the “Class B
Notes”).  The proceeds of such notes have
been used by the Issuer, together with other


 


A-1-2





















 


moneys
of the Issuer, for the purpose of providing funds to finance the acquisition of
student loans, fund a reserve fund and to pay certain costs and expenses in
connection with the issuance of such notes. 
The Indenture provides for the issuance of additional notes (the “Additional
Notes”) which may be secured on a parity with or subordinate to the Class A
Notes and the Class B Notes as determined by the Issuer.  The Issuer has previously issued $206,000,000
of its GCO ELF Student Loan Asset-Backed Notes, Senior Class A Notes and
$14,000,000 of its GCO ELF Student Loan Asset-Backed Notes, Subordinate Class B
Notes (collectively, the “Series 2003-1 Notes”), $192,000,000 of its GCO
ELF Student Loan Asset-Backed Notes, Senior Class A Notes and $8,000,000
of its GCO ELF Student Loan Asset-Backed Notes, Subordinate Class B Notes
(collectively, the “Series 2003-2 Notes”) and $475,000,000 of its GCO ELF
Student Loan Asset-Backed Notes, Senior Class A Notes and $25,000,000 of
its GCO ELF Student Loan Asset-Backed Notes, Subordinate Class B Notes
(collectively, the “Series 2005-1 Notes”). 
The Series 2003-1 Notes, the Series 2003-2 Notes, the Series 2005-1
Notes, the Class A Notes, the Class B Notes and any Additional Notes
are collectively referred to herein as the “Notes.”


 


Principal Reduction Payments.  This note shall receive
reductions of principal pursuant to Principal Reduction Payments to be made on
Quarterly Distribution Dates from amounts on deposit in the Redemption Account
of the Acquisition Fund for such purpose in an amount up to, but not greater
than, the amount needed to reduce the outstanding balance of the Class A-[4L][5L][6L]
to its Targeted Balance set forth in Appendix B to the Series 2005-2
Supplemental Indenture for such Quarterly Distribution Date as provided in the Series 2005-2
Supplemental Indenture.


 


In addition,
if no Senior Notes (other than Senior Notes subject to Principal Reduction
Payments) remain outstanding, this note is subject to additional reductions of
principal pursuant to Principal Reduction Payments to be made on Quarterly
Distribution Dates from any amounts remaining on deposit in the Redemption
Account of the Acquisition Fund as provided in the Series 2005-2
Supplemental Indenture.


 


Notice
of Principal Reduction.  The Indenture Trustee shall cause notice of
the payment of Principal Reduction Payments on this note to be given to the Noteholder
hereof not less than two Business Days prior to each Principal Reduction
Payment Date.


 


Optional Redemption or Purchase.  The Issuer may redeem or
purchase or cause to be purchased all of the Notes on any Payment Date on which
the aggregate current principal balance of all the Notes shall be less than or
equal to 10% of the initial aggregate principal balance of all the Notes issued
under the Indenture on the respective Closing Date, at a redemption or purchase
price equal to the aggregate current principal balance of all the Notes, plus
accrued interest on the Notes through the day preceding the Payment Date on
which the redemption or purchase occurs.


 


Notice of Redemption or Purchase.  Notice of the call for
redemption shall be given by the Indenture Trustee by mailing a copy of the
notice at least 15 days prior to the redemption or purchase date to the
Noteholders to be redeemed in whole or in part at the address of such
Noteholder last showing on the registration books.  Failure to give such notice or any defect
therein shall not affect the validity of any proceedings for the redemption or
purchase of such


 


A-1-3





















 


Notes
for which no such failure or defect occurs. 
All Notes called for redemption or purchase will cease to bear interest
after the specified redemption or purchase date, provided funds for their
payment are on deposit at the place of payment at the time.


 


The Indenture
provides that the Issuer may enter into a derivative product between the Issuer
and a derivative provider (a “Reciprocal Payor”), as originally executed and as
amended or supplemented, or other interest rate hedge agreement between the
Issuer and a Reciprocal Payor, as originally executed and as amended or
supplemented.  Payments due to a
Reciprocal Payor from the Issuer pursuant to the applicable Derivative Product
are referred to herein as “Issuer Derivative Payments,” and may be secured on a
parity with any series of Notes.


 


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


 


Reference is
hereby made to the Indenture, copies of which are on file in the Corporate
Trust Office of the Indenture Trustee, and to all of the provisions of which
any Noteholder of this note by his acceptance hereof hereby assents, for
definitions of terms; the description of and the nature and extent of the
security for the Notes; the Issuer’s student loan acquisition program; the
revenues and other money pledged to the payment of the principal of and
interest on the Notes; the nature and extent and manner of enforcement of the
pledge; the conditions upon which the Indenture may be amended or supplemented
with or without the consent of the Noteholders and any Reciprocal Payor; the
rights and remedies of the Noteholder hereof with respect hereto and thereto,
including the limitations upon the right of a Noteholder hereof to institute
any suit, action, or proceeding in equity or at law with respect hereto and
thereto; the rights, duties, and obligations of the Issuer and the Indenture
Trustee thereunder; the terms and provisions upon which the liens, pledges,
charges, trusts, and covenants made therein may be discharged at or prior to
the stated maturity or earlier redemption of this note, and this note
thereafter shall no longer be secured by the Indenture or be deemed to be
Outstanding, as defined in the Indenture, thereunder; and for the other terms
and provisions thereof.


 


THE NOTES ARE
LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY,
THE TRUST ESTATE, AS DEFINED IN THE INDENTURE.


 


No recourse,
either directly or indirectly, shall be had for the payment of the principal of
and interest on this note or any claim based hereon or in respect hereof or of
the Indenture, against the Indenture Trustee, the Delaware Trustee, or any
incorporator, director, officer, employee, or agent of the Issuer, nor against
the State of Delaware, or any official thereof, but the obligation to pay all
amounts required by the Indenture securing this note and the obligation


 


A-1-4





















 


to do
and perform the covenants and acts required of the Issuer therein and herein
shall be and remain the responsibility and obligation of said Issuer, limited
as herein set forth.


 


Subject to the
restrictions specified in the Indenture, this note is transferable on the Note
Register kept for that purpose by the Indenture Trustee, as registrar, upon
surrender of this note for transfer at the Corporate Trust Office of the
Indenture Trustee, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by, the
Noteholder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes of the same series, Stated Maturity, of authorized
denominations, bearing interest at the same rate, and for the same aggregate
principal amount will be issued to the designated transferee or transferees. At
the option of the Noteholder, any Note may be exchanged for other Notes in
authorized denominations upon surrender of the Note to be exchanged at the
Corporate Trust Office of the Indenture Trustee. Upon any such presentation for
exchange, one or more new Notes of the same series, Stated Maturity, in
authorized denominations, bearing interest at the same rate, and for the same
aggregate principal amount as the Note or Notes so surrendered will be issued
to the Noteholder of the Note or Notes so surrendered; and the Note or Notes so
surrendered shall thereupon be cancelled by the Indenture Trustee.  Except as otherwise permitted in the
Indenture, this global note may be transferred in whole but not in part only to
the Securities Depository or a nominee thereof, as defined in the Indenture, or
to a successor Securities Depository or its nominee.


 


The Issuer,
the Indenture Trustee, and any agent of either of them shall treat the Person
in whose name this note is registered as the Noteholder hereof (a) on the
record date for purposes of receiving timely payment of interest hereon; (b) on
the date of surrender of this note for purposes of receiving payment of
principal hereof at its stated maturity; and (c) for all other purposes,
whether or not this note is overdue, and neither the Issuer, the Indenture
Trustee, nor any such agent shall be affected by notice to the contrary.


 


To the extent
permitted by the Indenture, modifications or alterations of the Indenture and
any supplemental indenture may be made with the consent of less than all of the
holders of the Notes then Outstanding or without the consent of any of such
Noteholders (by reason of a change in the Act or Regulation or to cure
ambiguities or conflicts), but such modification or alteration is not permitted
to affect the maturity date, Stated Maturity, amount, Payment Date, or rate of
interest on any Outstanding Notes or affect the rights of the Noteholders of
less than all of the Notes Outstanding.


 


Any
capitalized term used herein and not otherwise defined herein shall have the
same meaning ascribed to such term in the herein defined Indenture unless the
context shall clearly indicate otherwise.


 


It is hereby
certified and recited that all acts and things required by the laws of the
State of Delaware to happen, exist, and be performed precedent to and in the
issuance of this note, and the execution of said Indenture, have happened,
exist and have been performed as so required.


 


A-1-5





















 


IN WITNESS
WHEREOF, the Issuer has caused this note to be executed in its name and on its
behalf by the Delaware Trustee, all as of the Original Issue Date.


 


	
   

  	
  GCO EDUCATION LOAN FUNDING

  TRUST-I

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
						



 


A-1-6





















 


CERTIFICATE OF
AUTHENTICATION


 


This note is
one of the Class A-[4L][5L][6L] Notes designated therein and described in
the within-mentioned Indenture.


 


	
   

  	
  ZIONS FIRST NATIONAL BANK, as

  
	
   

  	
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  , Authorized

  
	
   

  	
   

  	
  Signatory

  	
   

  
	
   

  	
   

  
	
  Authentication
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns, and transfers unto               
(Social Security or other identifying number              )
the within note and all rights thereunder and hereby irrevocably appoints
                                  
attorney to transfer the within note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  	
  *

  



 


Signature
Guaranteed by:


 


	
   

  	
  *

  



 










* NOTICE:  Signature(s)
should be guaranteed by a guarantor institution participating in the Securities
Transfer Agents Medallion Program or in such other guarantee program acceptable
to the Trustee.  The Assignor’s signature
to this assignment must correspond with the name as it appears upon the face of
the within note in every particular without alteration or any change whatever.


 


A-1-7





















 


EXHIBIT A-2



FORM OF SUBORDINATE AUCTION RATE SECURITIES


 


UNLESS THIS NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


EXCEPT AS OTHERWISE
PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE
BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS
DEFINED IN THE INDENTURE) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A
NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.


 


THE PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. 
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


GCO EDUCATION LOAN FUNDING TRUST-I

GCO ELF STUDENT LOAN ASSET-BACKED NOTE

SUBORDINATE CLASS B-4AR

AUCTION RATE SECURITIES


 


	
  REGISTERED
  NO. R-1

  	
   

  	
  REGISTERED
  $32,000,000

  



 


 


	
  Maturity
  Date

  	
   

  	
  Interest Rate

  	
   

  	
  Original Issue Date

  	
   

  	
  CUSIP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March 25, 2042

  	
   

  	
  Auction Rate

  	
   

  	
  November 2, 2005

  	
   

  	
  36156H AR 9

  	
   

  



 


PRINCIPAL
SUM:  THIRTY-TWO MILLION AND 00/100
DOLLARS


NOTEHOLDER:  CEDE & CO.


 


GCO EDUCATION
LOAN FUNDING TRUST-I, a Delaware statutory trust organized under the laws of
the State of Delaware (the “Issuer,” which term includes any successor entity
under the Indenture of Trust, dated as of March 1, 2003 (as amended, the “Indenture”),
among


 





















 


the
Issuer, Zions First National Bank, as Indenture Trustee (the “Indenture
Trustee,” which term includes any successor indenture trustee under the
Indenture) and Zions First National Bank, as Eligible Lender Trustee, the Series 2003-1
Supplemental Indenture of Trust dated as of March 1, 2003 (the “Series 2003-1
Supplemental Indenture”), between the Issuer and Indenture Trustee, the Series 2003-2
Supplemental Indenture of Trust dated as of September 1, 2003 (the “Series 2003-2
Supplemental Indenture”), between the Issuer and Indenture Trustee, the Third
Supplemental Indenture of Trust dated as of December 1, 2004 (the “Third
Supplemental Indenture”), between the Issuer and the Indenture Trustee, the Series 2005-1
Supplemental Indenture of Trust dated as of March 1, 2005 (the “Series 2005-1
Supplemental Indenture”), between the Issuer and the Indenture Trustee and the Series 2005-2
Supplemental Indenture of Trust dated as of November 1, 2005 (the “Series 2005-2
Supplemental Indenture”), between the Issuer and the Indenture Trustee) for
value received, hereby promises to pay to the Noteholder (stated above) or
registered assigns, the Principal Sum of (stated above), but solely from the
revenues and receipts hereinafter specified and not otherwise, on the Maturity
Date specified above (subject to the right of prior redemption hereinafter
described), upon presentation and surrender of this note at the principal
office of the Indenture Trustee, as paying agent, Indenture Trustee,
authenticating agent and registrar for the Notes, or a duly appointed successor
paying agent, and to pay interest in arrears on said Principal Sum, but solely
from the revenues and receipts hereinafter specified and not otherwise, to the
Noteholder hereof from the most recent Payment Date to which interest has been
paid hereon, until the payment of said principal sum in full.


 


Any
capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the
Indenture.


 


This note
shall bear interest at an Auction Rate, all as determined in Appendix A of
the Series 2005-2 Supplemental Indenture.


 


The principal
of and interest on this note are payable in lawful money of the United States
of America.  If the specified date for
any payment of principal or interest accrued to such specified date shall be a
day other than a Business Day then such payment may be made on the next
succeeding Business Day, with the same force and effect as if made on the
specified date for such payment without additional interest.


 


Interest
payable on this note shall be computed on the assumption that each year
contains 360 days and actual days elapsed and rounding the resultant
figure to the fifth decimal place.


 


This note is
one of a series of notes of the Issuer designated GCO ELF Asset-Backed Notes,
Subordinate Class B-4AR Auction Rate Securities, dated the Closing Date,
in the aggregate original principal amount of $32,000,000 (the “Class B
Notes”) which have been authorized by the Issuer, and issued by the Issuer
pursuant to the Indenture.  The Issuer is,
in connection with the Class B Notes, issuing $598,000,000 of its GCO ELF
Student Loan Asset-Backed Notes, Senior Class A Notes in three classes
(collectively, the “Class A Notes”). 
The proceeds of such notes have been used by the Issuer, together with
other moneys of the Issuer, for the purpose of providing funds to finance the
acquisition of student loans, fund a reserve fund and to pay certain costs and
expenses in connection with the issuance of such notes. The Indenture provides
for the issuance of additional notes (the “Additional Notes”) which may


 


A-2-2





















 


be
secured on a parity with or subordinate to the Class A Notes and the Class B
Notes as determined by the Issuer.  The
Issuer has previously issued $206,000,000 of its GCO ELF Student Loan Asset-Backed
Notes, Senior Class A Notes and $14,000,000 of its GCO ELF Student Loan
Asset-Backed Notes, Subordinate Class B Notes (collectively, the “Series 2003-1
Notes”), $192,000,000 of its GCO ELF Student Loan Asset-Backed Notes, Senior Class A
Notes and $8,000,000 of its GCO ELF Student Loan Asset-Backed Notes,
Subordinate Class B Notes (collectively, the “Series 2003-2 Notes”)
and $475,000,000 of its GCO ELF Student Loan Asset-Backed Notes, Senior Class A
Notes and $25,000,000 of its GCO ELF Student Loan Asset-Backed Notes,
Subordinate Class B Notes (collectively, the “Series 2005-1 Notes”).  The Series 2003-1 Notes, the Series 2003-2
Notes, the Series 2005-1 Notes, the Class A Notes, the Class B
Notes and any Additional Notes are collectively referred to herein as the “Notes.”


 


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


 


Optional Redemption or Purchase.  The Issuer may redeem or
purchase or cause to be purchased all of the Notes on any Payment Date on which
the aggregate current principal balance of all the Notes shall be less than or
equal to 10% of the initial aggregate principal balance of all the Notes issued
under the Indenture on the respective Closing Dates, at a redemption or
purchase price equal to the aggregate current principal balance of all the
Notes, plus accrued interest on the Notes through the day preceding the Payment
Date on which the redemption or purchase occurs.


 


Notice of Redemption or Purchase.  Notice of the call for
redemption shall be given by the Indenture Trustee by mailing a copy of the
notice at least 15 days prior to the redemption or purchase date to the
Noteholders to be redeemed in whole or in part at the address of such
Noteholder last showing on the registration books.  Failure to give such notice or any defect
therein shall not affect the validity of any proceedings for the redemption or
purchase of such Notes for which no such failure or defect occurs.  All Notes called for redemption or purchase
will cease to bear interest after the specified redemption or purchase date,
provided funds for their payment are on deposit at the place of payment at the
time.  If less than all Notes are to be
redeemed or purchased, Notes shall be selected for redemption or purchase as
provided in the Indenture.


 


The Indenture
provides that the Issuer may enter into a derivative product between the Issuer
and a derivative provider (a “Reciprocal Payor”), as originally executed and as
amended or supplemented, or other interest rate hedge agreement between the
Issuer and a Reciprocal Payor, as originally executed and as amended or
supplemented.  Payments due to a
Reciprocal Payor from the Issuer pursuant to the applicable Derivative Product
are referred to herein as “Issuer Derivative Payments,” and may be secured on a
parity with any series of Notes.


 


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


 


A-2-3





















 


payments
due and owing at such time on the Class A Notes and any Additional Notes
issued on a parity with the Class A Notes and any Issuer Derivative
Payments secured on a parity with the Class A Notes have been previously
made or provided for as provided in the Indenture.


 


Reference is hereby
made to the Indenture, copies of which are on file in the Corporate Trust
Office of the Indenture Trustee, and to all of the provisions of which any
Noteholder of this note by his acceptance hereof hereby assents, for
definitions of terms; the description of and the nature and extent of the
security for the Notes; the Issuer’s student loan acquisition program; the
revenues and other money pledged to the payment of the principal of and
interest on the Notes; the nature and extent and manner of enforcement of the
pledge; the conditions upon which the Indenture may be amended or supplemented
with or without the consent of the Noteholders and any Reciprocal Payor; the
rights and remedies of the Noteholder hereof with respect hereto and thereto,
including the limitations upon the right of a Noteholder hereof to institute
any suit, action, or proceeding in equity or at law with respect hereto and
thereto; the rights, duties, and obligations of the Issuer and the Indenture
Trustee thereunder; the terms and provisions upon which the liens, pledges,
charges, trusts, and covenants made therein may be discharged at or prior to
the stated maturity or earlier redemption of this note, and this note
thereafter shall no longer be secured by the Indenture or be deemed to be
Outstanding, as defined in the Indenture, thereunder; and for the other terms
and provisions thereof.


 


THE NOTES ARE
LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY,
THE TRUST ESTATE, AS DEFINED IN THE INDENTURE.


 


No recourse,
either directly or indirectly, shall be had for the payment of the principal of
and interest on this note or any claim based hereon or in respect hereof or of
the Indenture, against the Indenture Trustee, the Delaware Trustee, or any
incorporator, director, officer, employee, or agent of the Issuer, nor against
the State of Delaware, or any official thereof, but the obligation to pay all
amounts required by the Indenture securing this note and the obligation to do
and perform the covenants and acts required of the Issuer therein and herein
shall be and remain the responsibility and obligation of said Issuer, limited
as herein set forth.


 


Subject to the
restrictions specified in the Indenture, this note is transferable on the Note
Register kept for that purpose by the Indenture Trustee, as registrar, upon
surrender of this note for transfer at the principal office of the Indenture
Trustee, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Indenture Trustee duly executed by, the Noteholder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes of the same series, Stated Maturity, of authorized denominations,
bearing interest at the same rate, and for the same aggregate principal amount
will be issued to the designated transferee or transferees. At the option of
the Noteholder, any Note may be exchanged for other Notes in authorized
denominations upon surrender of the Note to be exchanged at the principal
office of the Indenture Trustee. Upon any such presentation for exchange, one
or more new Notes of the same series, Stated Maturity, in authorized
denominations, bearing interest at the same rate, and for the same aggregate
principal amount as the Note or Notes so surrendered will be issued to the
Noteholder of the Note or Notes so surrendered; and the Note or Notes so
surrendered shall thereupon be cancelled by the Indenture Trustee.  Except as otherwise permitted in the
Indenture, this global note may be transferred in whole but not in part only to
the


 


A-2-4





















 


Securities
Depository or a nominee thereof, as defined in the Indenture, or to a successor
Securities Depository or its nominee.


 


The Issuer,
the Indenture Trustee, and any agent of either of them shall treat the Person
in whose name this note is registered as the Noteholder hereof (a) on the
record date for purposes of receiving timely payment of interest hereon; (b) on
the date of surrender of this note for purposes of receiving payment of
principal hereof at its stated maturity; and (c) for all other purposes,
whether or not this note is overdue, and neither the Issuer, the Indenture
Trustee, nor any such agent shall be affected by notice to the contrary.


 


To the extent
permitted by the Indenture, modifications or alterations of the Indenture and
any supplemental indenture may be made with the consent of less than all of the
holders of the Notes then outstanding or without the consent of any of such
Noteholders (by reason of a change in the Act or Regulation or to cure
ambiguities or conflicts), but such modification or alteration is not permitted
to affect the maturity date, Stated Maturity, amount, Payment Date, or rate of
interest on any outstanding Notes or affect the rights of the Noteholders of
less than all of the Notes outstanding.


 


Any
capitalized term used herein and not otherwise defined herein shall have the
same meaning ascribed to such term in the herein defined Indenture unless the
context shall clearly indicate otherwise.


 


It is hereby
certified and recited that all acts and things required by the laws of the
State of Delaware to happen, exist, and be performed precedent to and in the
issuance of this note, and the passage of said resolution and the execution of
said Indenture, have happened, exist and have been performed as so required.


 


A-2-5





















 


IN WITNESS
WHEREOF, the Issuer has caused this note to be executed in its name and on its
behalf by the Delaware Trustee, all as of the Original Issue Date.


 


	
   

  	
  GCO EDUCATION LOAN FUNDING TRUST-I

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY, not

  in its individual capacity but solely as

  Delaware Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
						



 


A-2-6





















 


CERTIFICATE OF
AUTHENTICATION


 


This note is
one of the Class B-4AR Notes designated therein and described in the
within-mentioned Indenture.


 


	
   

  	
  ZIONS FIRST NATIONAL BANK, as

  
	
   

  	
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  , Authorized

  
	
   

  	
   

  	
  Signatory

  
	
  Authentication Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns, and transfers unto                     
(Social Security or other identifying number                     )
the within note and all rights thereunder and hereby irrevocably appoints                                         
attorney to transfer the within note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
  Signature
  Guaranteed by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  *

  	
   

  	
   

  
							



 










*NOTICE:  Signature(s)
should be guaranteed by a guarantor institution participating in the Securities
Transfer Agents Medallion Program or in such other guarantee program acceptable
to the Trustee.  The Assignor’s signature
to this assignment must correspond with the name as it appears upon the face of
the within note in every particular without alteration or any change whatever.


 


A-2-7





















 


EXHIBIT B



SERIES 2005-2 CLOSING CASH FLOW PROJECTIONS


 


 


See Tab      In Closing Transcript


 





















 


EXHIBIT C



NOTICE OF PAYMENT DEFAULT


 


 


GCO Education Loan Funding Trust-I

GCO ELF Student Loan Asset-Backed Notes

Subordinate Class B-4AR

Auction Rate Securities


 


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


 


	
   

  	
  ZIONS FIRST
  NATIONAL BANK, as

  
	
   

  	
  Indenture
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
							



 





















 


EXHIBIT D



NOTICE OF CURE OF PAYMENT DEFAULT


 


 


GCO Education Loan Funding Trust-I

GCO ELF Student Loan Asset-Backed Notes

Subordinate Class B-4AR

Auction Rate Securities


 


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


 


	
   

  	
  ZIONS FIRST
  NATIONAL BANK, as

  
	
   

  	
  Indenture
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
							



 





















 


EXHIBIT E



NOTICE OF PROPOSED CHANGE IN LENGTH

OF ONE OR MORE AUCTION PERIODS


 


 


GCO Education Loan Funding Trust-I

GCO ELF Student Loan Asset-Backed Notes

Subordinate Class B-4AR

Auction Rate Securities


 


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


 


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


 


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


 


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


 


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


 


5.                                       Terms not defined in this Notice shall have the meanings set forth
in the Indenture entered into in connection with the Class B-4AR Notes.


 


	
   

  	
  [BROKER-DEALER],
  as Broker-Dealer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
							



 





















 


	
  Approved By:

  	
  GCO
  EDUCATION LOAN FUNDING

  
	
   

  	
  TRUST-I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
				



 


E-2





















 


EXHIBIT F



NOTICE ESTABLISHING CHANGE IN LENGTH

OF ONE OR MORE AUCTION PERIODS


 


 


GCO Education Loan Funding Trust-I

GCO ELF Student Loan Asset-Backed Notes

Subordinate Class B-4AR

Auction Rate Securities


 


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


 


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


 


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


 


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


 


4.                                       The changes described in paragraphs 1 and 3 above shall take
place only upon delivery of this Notice and the satisfaction of other
conditions set forth in the Indenture of Trust and our prior notice dated                               
regarding the proposed change.


 


5.                                       Terms not defined in this Notice shall have the meanings set forth
in the Indenture of Trust relating to the Class B-4AR Notes.


 


	
   

  	
  [BROKER-DEALER],
  as Broker-Dealer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
							



 





















 


	
  Approved By:

  	
  GCO
  EDUCATION LOAN FUNDING

  TRUST-I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
					



 


F-2





















 


EXHIBIT G

NOTICE OF CHANGE IN AUCTION DATE


 


 


GCO Education Loan Funding Trust-I

GCO ELF Student Loan Asset-Backed Notes

Subordinate Class B-4AR

Auction Rate Securities


 


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


 


1.                                       With respect to Class B-4AR Notes, the definition of “Auction
Date” shall be deemed amended by substituting “                              (number)
Business Day” in the second line thereof and by substituting “                              (number)
Business Days” for “two Business Days” in subsection (d) thereof.


 


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


 


3.                                       The Auction Date for the Class B-4AR Notes shall be subject to
further change hereafter as provided in the Indenture of Trust.


 


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


 


	
   

  	
  [BROKER-DEALER],
  as Broker-Dealer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title