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Title: |
Services Agreement |
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Date: |
2004 |
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28KB total |
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Price: |
$37 |
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ID: |
#1770615 |
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SERVICES AGREEMENT
between
GMAC COMMERCIAL HOLDING CAPITAL CORP.,
and
GCO EDUCATION LOAN FUNDING CORP.
Dated as of August 26, 2004
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TABLE OF CONTENTS
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Term of Agreement; Resignation and Removal of GCO; Waiver of Past Defaults |
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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?).
W I T N E S S E T H :
WHEREAS, GMAC Holding has been engaged (a) by Education Loan Funding Trust-1, a Delaware statutory trust (the ?Trust?) ,Wilmington Trust Company, as Delaware trustee (the ?Delaware Trustee?), and Zions First National Bank, as trustee (the ?Trustee?), to act as administrator pursuant to the terms and provisions of an Administration Agreement, dated as of March 1, 2003 (the ?Administration Agreement?), among the Trust, the Delaware Trustee, the Trustee and GMAC Holding, as administrator, (b) by the Trust to act as servicing contractor for the Trust pursuant to the terms and provisions of a Servicing Contractor Agreement, dated as of March 1, 2003 (the ?Trust Servicing Contractor Agreement?), between the Trust and GMAC Holding, as servicing contractor, and (c) by GMAC ELF LLC, a Delaware limited liability company (?ELF LLC?), to act as servicing contractor for ELF LLC pursuant to the terms and provisions of a Servicing Contractor Agreement, dated as of March 1, 2003 (the ?ELF LLC Servicing Contractor Agreement?), between ELF LLC and GMAC Holding, as servicing contractor;
WHEREAS, GMAC Holding desires to engage GCO to provide certain services to GMAC Holding with respect to the Administration Agreement, the Trust Servicing Contractor Agreement and the ELF LLC Servicing Contractor Agreement (collectively, the ?Agreements?), copies of which are attached hereto as Exhibit D and incorporated herein, and to provide such additional services consistent with the terms of this Services Agreement as GMAC Holding may from time to time request or require; and
WHEREAS, GCO has the capacity to provide the services required hereby and is willing to perform such services for GMAC Holding on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Basic Documents (as defined in the Administration Agreement).
Section 1. Duties of GCO.
(a) GCO shall advise GMAC Holding as to any actions required of GMAC Holding in order to perform the duties and obligations of GMAC Holding as administrator and servicing contractor under the Agreements and the Basic Documents or, at the request of GMAC Holding, shall directly perform such duties and obligations on behalf of GMAC Holding. GCO shall prepare for execution by GMAC Holding, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates, opinions and other relevant documents which (i) GMAC Holding has a duty or requirement to prepare, file or deliver pursuant to any of the Agreements or the Basic Documents or (ii) is otherwise prudent or advisable for the operation of the Trust. In addition, GCO shall advise GMAC Holding
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