UNDERWRITING AGREEMENTUnderwriting 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
