ELIGIBLE LENDER TRUST AGREEMENT between GMAC EDUCATION LOAN FUNDING TRUST-I As Issuer and ZIONS FIRST NATIONAL BANK As Eligible Lender Trustee Dated as ofMarch 1, 2003 TABLE OF CONTENTS

EX-4.3 5 j9329_ex4d3.htm EX-4.3

Exhibit 4.3

ELIGIBLE LENDER TRUST AGREEMENT

between

GMAC EDUCATION LOAN FUNDING TRUST-I

As Issuer

and

ZIONS FIRST NATIONAL BANK

As Eligible Lender Trustee

Dated as of March 1, 2003

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS AND INTENT OF THE PARTIES HERETO

Section 1.01.	Definitions
Section 1.02.	Intent of the Parties Hereto

ARTICLE II
ACQUISITION OF ELIGIBLE LOANS

Section 2.01.	Acquisition
Section 2.02.	Revocation and Termination

ARTICLE III
COVENANTS

Section 3.01.	Administration
Section 3.02.	Trustee’s Duties and Powers
Section 3.03.	Enforcement of the Trustee Guarantee Agreements
Section 3.04.	Assignment of Eligible Loans; Collection of Payments With Respect to Eligible Loans
Section 3.05.	Enforcement of Financed Student Loans
Section 3.06.	Enforcement of Servicing Agreements
Section 3.07.	Authority of Eligible Lender Trustee
Section 3.08.	Power of Attorney to Issuer

ARTICLE IV
CONCERNING THE ELIGIBLE LENDER TRUSTEE

Section 4.01.	Acceptance of the Trusts
Section 4.02.	Recitals of Others
Section 4.03.	Taxes
Section 4.04.	Eligible Lender Trustee May Act Through Agents
Section 4.05.	Indemnification of Eligible Lender Trustee
Section 4.06.	Eligible Lender Trustee’s Right to Reliance
Section 4.07.	Compensation of Eligible Lender Trustee
Section 4.08.	Eligible Lender Trustee Eligibility
Section 4.09.	Resignation of Eligible Lender Trustee
Section 4.10.	Removal of Eligible Lender Trustee
Section 4.11.	Successor Eligible Lender Trustee
Section 4.12.	Limitation with Respect to Examination of Reports
Section 4.13.	Additional Covenants of Eligible Lender Trustee
Section 4.14.	Authority of Eligible Lender Trustee
Section 4.15.	Sale of Eligible Loans
Section 4.16.	Assignment; Corporate Changes in Eligible Lender Trustee

ARTICLE V
REPRESENTATIONS AND WARRANTIES

ARTICLE VI
MISCELLANEOUS

Section 6.01.	Eligible Lender Trust Agreement Binding upon Successors or Assigns of Eligible Lender Trustee and Issuer
Section 6.02.	Effect of Legal Holidays
Section 6.03.	Partial Invalidity
Section 6.04.	Notices
Section 6.05.	No Petition
Section 6.06.	Law and Place of Enforcement of Eligible Lender Trust Agreement; Construction
Section 6.07.	Effect of Article and Section Headings and Table of Contents
Section 6.08.	Amendments
Section 6.09.	Limitation of Liability

EXHIBIT A	TRUSTEE GUARANTEE AGREEMENTS

ELIGIBLE LENDER TRUST AGREEMENT

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

W I T N E S S E T H:

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

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

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

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

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

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

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

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

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

ARTICLE I

DEFINITIONS AND INTENT OF THE PARTIES HERETO

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

ACQUISITION OF ELIGIBLE LOANS

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

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

ARTICLE III

COVENANTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV

CONCERNING THE ELIGIBLE LENDER TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 4.08. Eligible Lender Trustee Eligibility.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V

REPRESENTATIONS AND WARRANTIES

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

ARTICLE VI

MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

	GMAC EDUCATION LOAN FUNDING TRUST-I

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


	By	/s/ Patricia A. Evans
		Patricia A. Evans
		Assistant Vice President


	ZIONS FIRST NATIONAL BANK, as Eligible Lender Trustee


	By	/s/ David W. Bata
		David W. Bata
		Vice President

EXHIBIT A

TRUSTEE GUARANTEE AGREEMENTS

A. Great Lakes Higher Education Guaranty Corporation

B. Massachusetts Higher Education Assistance Corporation

C. Northwest Education Loan Association

A-1