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Title: |
Broker-Dealer Agreement |
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Date: |
2003 |
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Preview shows 7KB of 45KB total |
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$49 |
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ID: |
#1770749 |
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BROKER-DEALER AGREEMENT
between
[NAME OF AUCTION AGENT],
as Auction Agent
and
[NAME OF BROKER-DEALER],
as Broker-Dealer
Dated as of _________, 200_
$_____________
GMAC Education Loan Funding Trust-I
Student Loan Asset-Backed Notes
Series _____
================================================================================
{Page}
BROKER-DEALER AGREEMENT
THIS BROKER-DEALER AGREEMENT dated as of _________, 200_ between [NAME OF
AUCTION AGENT] (together with its successors and assigns, the "Auction Agent"),
Zions First National Bank, as trustee (the "Trustee"), under the [NAME OF
SUPPLEMENTAL INDENTURE], dated as of ________, 200_ (the "Supplemental
Indenture"), which is supplemental to the Indenture of Trust, dated March 1,
2003, between GMAC EDUCATION LOAN FUNDING TRUST-I (the "Issuer") and the
Trustee, pursuant to authority granted to it in the Auction Agent Agreement
dated as of ________, 200_, among the Trustee and the Auction Agent (the
"Auction Agent Agreement"), and [NAME OF BROKER-DEALER] (together with its
successors and assigns hereinafter referred to as "BD").
The Issuer proposes to issue certain of its Student Loan Asset-Backed Notes
as Auction Rate Notes (collectively, the "Notes") as follows:
{Table}
{Caption}
Class Principal Amount
----- ----------------
{S} {C}
Class ______ Notes $[____________]
Class ______ Notes $[____________]
Class ______ Notes $[____________]
{/Table}
Each class of Notes matures ________, 20__.
The Supplemental Indenture provides that the interest rate on the Notes for
each Interest Period after the Initial Interest Period shall, except under
certain conditions, equal the Auction Rate which the Auction Agent advises
results from implementation of the Auction Procedures. Pursuant to Section
2.08(a) of the Auction Agent Agreement, the Auction Agent has entered into this
Agreement.
The Auction Procedures require the participation of one or more
Broker-Dealers.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Auction Agent, as agent of the Trustee, and BD agree
as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. TERMS DEFINED BY REFERENCE TO THE SUPPLEMENTAL INDENTURE AND
AUCTION AGENT AGREEMENT. Capitalized terms not defined herein shall have the
respective meanings specified in or pursuant to the Supplemental Indenture and
the Auction Agent Agreement.
SECTION 1.02. Terms Defined Herein. As used herein and in the Settlement
Procedures (as defined below), the following terms shall have the following
meanings, unless the context otherwise requires:
{Page}
"AUCTION" shall have the meaning specified in Section 2.01 hereof.
"AUCTION AGENT AGREEMENT" shall mean the Auction Agent Agreement dated as
of ________, 200_, among the Trustee, GMAC Education Loan Funding Trust-I and
the Auction Agent relating to the Notes.
"AUCTION PROCEDURES" shall mean the Auction Procedures that are set forth
in [Appendix A] of the Supplemental Indenture.
"AUTHORIZED OFFICER" shall mean each Vice President, Assistant Vice
President and Associate of the Auction Agent assigned to its Corporate Trust and
Agency Services and every other officer or employee of the Auction Agent
designated as an Authorized Officer for purposes of this Agreement in a
communication to BD.
"BD OFFICER" shall mean each officer or employee of BD designated as a "BD
Officer" for purposes of this Agreement in a communication to the Auction Agent.
"BROKER-DEALER AGREEMENT" shall mean this Agreement and any substantially
similar agreement between the Auction Agent and a Broker-Dealer.
"OWNER" shall be a registered owner of any Notes.
"SETTLEMENT PROCEDURES" shall mean the Settlement Procedures attached
hereto as Exhibit A.
SECTION 1.03. RULES OF CONSTRUCTION. Unless the context or use indicates
another or different meaning or intent, the following rules shall apply to the
construction of this Agreement:
(a) Words importing the singular number shall include the plural
number and vice versa.
(b) The captions and headings herein are solely for convenience of
reference and shall not constitute a part of this Agreement nor shall they
affect its meaning, construction or effect.
(c) The words "hereof," "herein," "hereto" and other words of similar
import refer to this Agreement as a whole.
(d) All references herein to a particular time of day shall be to New
York City time.
ARTICLE II
THE AUCTION
SECTION 2.01. PURPOSE; INCORPORATION BY REFERENCE OF AUCTION PROCEDURES AND
SETTLEMENT PROCEDURES.
2
{Page}
(a) On each Auction Date, the provisions of the Auction Procedures
will be followed by the Auction Agent for the purpose of determining the
Applicable Interest Rate for the next Interest Period. Each periodic
operation of such procedures is hereinafter referred to as an "Auction."
(b) Without prejudice to Section 3.01(a) hereof, all of the provisions
contained in the Auction Procedures and the Settlement Procedures are
incorporated herein by reference in their entirety and shall be deemed to
be a part of this Agreement to the same extent as if such provisions were
fully set forth herein.
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