GCO Education Loan Funding Trust-I Sample Contracts

SERIES 2003-1 SUPPLEMENTAL INDENTURE OF TRUST
Gmac Education Loan Funding Trust I • March 21st, 2003 • Asset-backed securities
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SERIES 2003-1
Underwriting Agreement • March 21st, 2003 • Gmac Education Loan Funding Trust I • Asset-backed securities • New York
NATIONAL GUARANTY AGREEMENT LENDER/HOLDER AGREEMENT FOR GUARANTEE OF STUDENT LOANS WITH FEDERAL REINSURANCE (for loans to students and parents of students pursuant to the Higher Education Act of 1965, a amended) WHEREAS Zions First National Bank as...
National Guaranty Agreement • January 23rd, 2006 • GCO Education Loan Funding Trust-I • Asset-backed securities

hereinafter referred to as the “Lender/Holder,” wishes to be able to secure guarantee of loans made to students pursuing programs of higher or vocational education at eligible institutions, and to parents of such students pursuant to the Higher Education Act of 1965, as amended, hereinafter referred to as the “Act”; and

NATIONAL GUARANTY AGREEMENT LENDER/HOLDER AGREEMENT FOR GUARANTEE OF STUDENT LOANS WITH FEDERAL REINSURANCE (for loans to students and parents of students pursuant to the Higher Education Act of 1965, as amended)
GCO Education Loan Funding Trust-I • January 23rd, 2006 • Asset-backed securities

hereinafter referred to as the “Lender/Holder,” wishes to be able to secure guarantee of loans made to students pursuing programs of higher or vocational education at eligible institutions, and to parents of such students pursuant to the Higher Education Act of 1965, as amended, hereinafter referred to as the “Act”; and

SERVICES AGREEMENT between
Services Agreement • August 31st, 2004 • Gmac Education Loan Funding Trust I • Asset-backed securities • Colorado

THIS SERVICES AGREEMENT, dated as of August 26, 2004 (as amended from time to time, this “Services Agreement”), between GMAC COMMERCIAL HOLDING CAPITAL CORP., a Colorado corporation (“GMAC Holding”), and GCO EDUCATION LOAN FUNDING CORP., a Delaware corporation (“GCO”).

GCO Education Loan Funding Trust-I $1,142,600,000 GCO ELF Student Loan Asset Backed Notes Series 2006-1 UNDERWRITING AGREEMENT
Assignment and Assumption Agreement • January 23rd, 2006 • GCO Education Loan Funding Trust-I • Asset-backed securities • New York

This Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Custodian Agreements, the LIBOR Swap Agreements, the Loan Purchase Agreements, the eligible lender trust agreement, dated as of January 28, 2003, between the Depositor and Zions First National Bank, as eligible lender trustee for the Depositor, the eligible lender trust agreement, dated as of March 1, 2003, between the Trust and the Eligible Lender Trustee, the Contractor Agreements, the Assignments and the Subservicing Agreements shall collectively hereinafter be referred to as the “Basic Documents.”

UNDERWRITING AGREEMENT
Underwriting Agreement • November 14th, 2005 • GCO Education Loan Funding Trust-I • Asset-backed securities • New York

GCO ELF LLC (the “Sponsor”) proposes to cause GCO Education Loan Funding Trust-I, a Delaware statutory trust (the “Trust”), to issue and sell to Citigroup Global Markets Inc. (the “Representative”) and the other underwriters listed on Schedule A attached hereto (each an Underwriter, and collectively, the “Underwriters”), pursuant to the terms of this Underwriting Agreement (the “Agreement”), the respective classes of the Trust’s GCO ELF Student Loan Asset-Backed Notes, Series 2005-2 (the “Notes”) in the classes and initial principal amounts set forth on Schedule A hereto. Greystone & Co., Inc., a New York corporation (“Greystone Inc.”) is indirectly affiliated with the Sponsor. The Trust has been formed by the Sponsor pursuant to a trust agreement, dated as of January 15, 2003, as amended and restated by an Amended and Restated Trust Agreement, dated as of March 1, 2003 (as amended and supplemented from time to time, the “Trust Agreement”), between the Sponsor and Wilmington Trust Comp

SERVICING AGREEMENT BETWEEN PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY AND GCO EDUCATION LOAN FUNDING CORP.
Servicing Agreement • January 23rd, 2006 • GCO Education Loan Funding Trust-I • Asset-backed securities • Pennsylvania

THIS AGREEMENT is made this 1st day of April, 2005, by and between the Pennsylvania Higher Education Assistance Agency, a public corporation and governmental instrumentality organized under the laws of the Commonwealth of Pennsylvania, having an address at 1200 North Seventh Street, Harrisburg, Pennsylvania 17102 (herein called the “Servicer”), and GCO Education Loan Funding Corp., having an address at 152 West 57th Street, 60th Floor, New York, New York 10019 (herein called “GCO”) and GCO-ELF Depositor, LLC (the “Issuer”, and together with GCO collectively the “Owner”).

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