Education Capital I LLC Sample Contracts

Relating to
Trust Agreement • November 13th, 2003 • Education Capital I LLC • Asset-backed securities • Delaware
EXHIBIT 99.3 ADMINISTRATION AGREEMENT
Administration Agreement • January 16th, 2004 • Education Capital I LLC • Asset-backed securities • Ohio
EXHIBIT 3.2 LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • January 16th, 2004 • Education Capital I LLC • Asset-backed securities • Delaware
FEDERAL FFEL --------------------------------------------- SERVICING AGREEMENT
Servicing Agreement • April 23rd, 2003 • Education Capital I LLC • Asset-backed securities • California
between Education Funding Capital Trust-III as Issuer and
Administration Agreement • November 13th, 2003 • Education Capital I LLC • Asset-backed securities • Ohio
TRUST AGREEMENT
Trust Agreement • November 13th, 2003 • Education Capital I LLC • Asset-backed securities • Delaware
EXHIBIT 3.1 =================================================================== ============= AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • January 16th, 2004 • Education Capital I LLC • Asset-backed securities • Delaware
Between
Broker-Dealer Agreement • November 13th, 2003 • Education Capital I LLC • Asset-backed securities • New York
1 Underwriting Agreement
Underwriting Agreement • January 16th, 2004 • Education Capital I LLC • Asset-backed securities • New York
EXHIBIT 3.1 AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • February 28th, 2003 • Education Capital I LLC • Delaware
1,000,000,000 EDUCATION LOAN BACKED NOTES SERIES A&B
Underwriting Agreement • April 23rd, 2003 • Education Capital I LLC • Asset-backed securities • New York
EXHIBIT 10.4 ADMINISTRATION AGREEMENT
Administration Agreement • February 28th, 2003 • Education Capital I LLC • Ohio
by and among EDUCATION FUNDING CAPITAL TRUST-III as Issuer,
Auction Agent Agreement • November 13th, 2003 • Education Capital I LLC • Asset-backed securities • New York
by and among
Calculation Agent Agreement • April 23rd, 2003 • Education Capital I LLC • Asset-backed securities • New York
by and between
Supplemental Indenture of Trust • April 23rd, 2003 • Education Capital I LLC • Asset-backed securities
by and between CITIGROUP GLOBAL MARKETS INC. as Market Agent, EDUCATION FUNDING CAPITAL TRUST-III as Issuer and FIFTH THIRD BANK as Indenture Trustee
Market Agent Agreement • November 13th, 2003 • Education Capital I LLC • Asset-backed securities • Ohio
by and between
First Supplemental Indenture of Trust • November 13th, 2003 • Education Capital I LLC • Asset-backed securities
XPRESS LOAN SERVICING Student Loan Origination and Servicing Agreement
Student Loan Origination and Servicing Agreement • April 24th, 2006 • Education Capital I LLC • Asset-backed securities • Ohio

THIS AGREEMENT, is made as of March 20, 2006 among EDUCATION LOAN SERVICING CORPORATION, a Delaware corporation doing business as XPRESS LOAN SERVICING (“ELSC”), EDUCATION FUNDING CAPITAL TRUST - II (the “Trust”), a Delaware statutory trust, FIFTH THIRD BANK, as eligible lender trustee (the “Eligible Lender Trustee”) on behalf of the Trust (the Eligible Lender Trustee and the Trust are collectively referred to as the “Lender”), an eligible institution engaged in providing loans (“Student Loans”) to students and parents under Title IV, Part B of the Higher Education Act of 1965, as amended (hereinafter the “Act”) and EDUCATION LENDING SERVICES, INC., as the Master Servicer (the “Master Servicer”).

EXHIBIT 99.2 DEPOSITOR TRANSFER AND SALE AGREEMENT
Depositor Transfer and Sale Agreement • January 16th, 2004 • Education Capital I LLC • Asset-backed securities • Ohio
EXHIBIT 99.2 SELLER TRANSFER AND SALE AGREEMENT
Seller Transfer and Sale Agreement • November 13th, 2003 • Education Capital I LLC • Asset-backed securities • Ohio
CIT EDUCATION LOAN TRUST 2005-1 $1,000,000,000 EDUCATION LOAN BACKED NOTES SERIES A&B UNDERWRITING AGREEMENT
Underwriting Agreement • June 14th, 2005 • Education Capital I LLC • Asset-backed securities • New York

Education Funding Capital I, LLC (the “Depositor”), a Delaware limited liability company, will acquire a pool of Student Loans from Education Lending Group, Inc. (the “Seller”) pursuant to the Seller Transfer and Sale Agreement dated as of June 1, 2005 (the “Seller Transfer and Sale Agreement”) among the Seller, the Depositor, Fifth Third Bank, as eligible lender trustee on behalf of the Seller (the “Seller Eligible Lender Trustee”) and Fifth Third Bank,

MASTER SERVICING AGREEMENT among CIT EDUCATION LOAN TRUST 2005-1, as Issuer and EDUCATION LENDING SERVICES, INC., as Master Servicer and THE BANK OF NEW YORK, not in its individual capacity, but solely as Trust Eligible Lender Trustee dated as of June...
Master Servicing Agreement • June 14th, 2005 • Education Capital I LLC • Asset-backed securities • New York

This SERVICING AGREEMENT (this “Agreement”) is entered into as of June 1, 2005, by and among Education Lending Services, Inc., a Delaware corporation (the “Master Servicer”), CIT Education Loan Trust 2005-1, a Delaware statutory trust (the “Issuer”), The Bank of New York, a New York banking corporation duly organized under the laws of the State of New York, as Trust Eligible Lender Trustee on behalf of the Issuer (the “Trust Eligible Lender Trustee”).

DEPOSITOR TRANSFER AND SALE AGREEMENT BY AND AMONG EDUCATION FUNDING CAPITAL I, LLC, a Delaware limited liability company, FIFTH THIRD BANK, not in its individual capacity, but solely as eligible lender trustee on behalf of Education Funding Capital...
Depositor Transfer and Sale Agreement • June 14th, 2005 • Education Capital I LLC • Asset-backed securities • New York

This DEPOSITOR TRANSFER AND SALE AGREEMENT (this “Agreement”), dated as of June 1, 2005, is made and entered into by and among EDUCATION FUNDING CAPITAL I, LLC, a Delaware limited liability company (the “Depositor”), FIFTH THIRD BANK, not in its individual capacity, but solely as eligible lender trustee on behalf of the Depositor under the Depositor Eligible Lender Trust Agreement (the “Depositor Eligible Lender Trustee”), CIT EDUCATION LOAN TRUST 2005-1, a Delaware statutory trust (the “Trust”), and THE BANK OF NEW YORK, not in its individual capacity, but solely as eligible lender trustee on behalf of the Trust under the Trust Eligible Lender Trust Agreement (the “Trust Eligible Lender Trustee”):

ADMINISTRATION AGREEMENT between CIT Education Loan Trust 2005-1 as Issuer and EDUCATION LENDING SERVICES, INC. as Administrator dated as of June 1, 2005
Administration Agreement • June 14th, 2005 • Education Capital I LLC • Asset-backed securities • New York

THIS ADMINISTRATION AGREEMENT (this “Administration Agreement”) is made as of June 1, 2005 between CIT Education Loan Trust 2005-1 (the “Issuer”) and EDUCATION LENDING SERVICES, INC., a Delaware corporation, as administrator (the “Administrator”) under the circumstances set forth below.

Great Lakes Guaranty Corporation
Student Loan Guaranty • April 23rd, 2003 • Education Capital I LLC • Asset-backed securities

Definitions: The term guarantor used herein shall mean the Great Lakes Higher Education Guaranty Corporation. Corporation shall mean Great Lakes Higher Education Guaranty Corporation. Lender shall include the undersigned and any eligible lender who becomes the assignee, pursuant to applicable statutes and regulations, of loans to students and parents granted under Title IV, Part B of the Higher Education Act of 1965, as amended (the "Act").

SELLER TRANSFER AND SALE AGREEMENT BY AND AMONG EDUCATION LENDING GROUP, INC., a Delaware corporation, FIFTH THIRD BANK, not in its individual capacity, but solely as eligible lender trustee on behalf of Education Lending Group, Inc. under the Seller...
Seller Transfer and Sale Agreement • June 14th, 2005 • Education Capital I LLC • Asset-backed securities • Ohio

This SELLER TRANSFER AND SALE AGREEMENT (this “Agreement”), dated as of June 1, 2005, is made and entered into by and among EDUCATION LENDING GROUP, INC., a Delaware corporation (the “Seller”), FIFTH THIRD BANK, not in its individual capacity, but solely as eligible lender trustee on behalf of the Seller under the Seller Eligible Lender Trust Agreement (the “Seller Eligible Lender Trustee”), EDUCATION FUNDING CAPITAL I, LLC, a Delaware limited liability company (the “Depositor”), and FIFTH THIRD BANK, not in its individual capacity, but solely as eligible lender trustee on behalf of the Depositor under the Depositor Eligible Lender Trust Agreement (the “Depositor Eligible Lender Trustee”):

ARTICLE I
Trust Agreement • April 23rd, 2003 • Education Capital I LLC • Asset-backed securities • Ohio
AMENDED AND RESTATED TRUST AGREEMENT Relating to EDUCATION FUNDING CAPITAL TRUST-IV Dated as of May 1, 2004 among EDUCATION FUNDING CAPITAL I, LLC, as Depositor, and WILMINGTON TRUST COMPANY, acting hereunder not in its individual capacity, but solely...
Trust Agreement • June 7th, 2004 • Education Capital I LLC • Asset-backed securities • Delaware

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 1, 2004 (this “Agreement”), is made among EDUCATION FUNDING CAPITAL I, LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Depositor”), WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware, acting hereunder not in its individual capacity, but solely as Owner Trustee of the Trust formed hereunder (in such capacity, the “Owner Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, acting hereunder not in its individual capacity, but solely as co-owner trustee of the Trust formed hereunder (in such capacity, the “Co-Owner Trustee”), and is acknowledged and agreed to by, for purposes of any provision relating to FIFTH THIRD BANK, a banking corporation organized under the laws of the State of Ohio, not in its individual capacity, but solely as trust eligible len

FIRST SUPPLEMENTAL INDENTURE OF TRUST by and among EDUCATION FUNDING CAPITAL TRUST-IV and as Indenture Trustee and FIFTH THIRD BANK, as Trust Eligible Lender Trustee Dated as of May 1, 2004
Supplemental Indenture of Trust • June 7th, 2004 • Education Capital I LLC • Asset-backed securities

THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST (this “Supplemental Indenture”) dated as of May 1, 2004 is by and between EDUCATION FUNDING CAPITAL TRUST-IV, a Delaware statutory trust (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as indenture trustee (the “Indenture Trustee”), and FIFTH THIRD BANK, a banking corporation organized under the laws of the State of Ohio, as Trust Eligible Lender Trustee (the “Trust Eligible Lender Trustee”). All capitalized terms used in these preambles, recitals and granting clauses shall have the same meanings assigned thereto in the Indenture (defined below).

FIRST AMENDMENT TO THE MASTER SERVICING AGREEMENT AMONG EDUCATION LENDING SERVICES, INC., EDUCATION FUNDING CAPITAL TRUST – II, BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION AND FIFTH THIRD BANK, AS ELIGIBLE LENDER TRUSTEE
Master Servicing Agreement • April 24th, 2006 • Education Capital I LLC • Asset-backed securities

THIS FIRST AMENDMENT (this “Amendment”) to Master Servicing Agreement is made as of the 20th day of March, 2006 by and among Education Lending Services, Inc. (the “Master Servicer”), Education Funding Capital Trust – II (the “Issuer”), Bank of New York Trust Company, National Association, as Indenture Trustee (as successor to Fifth Third Bank) (the “Indenture Trustee”) and Fifth Third Bank, as Eligible Lender Trustee on behalf of the Issuer (the “Trust Eligible Lender Trustee”)

Education Funding Capital Trust-IV c/o U.S. Bank National Association, as Co- Owner Trustee CN-WN-06CT 425 Walnut Street, 6th Floor Cincinnati, Ohio 45202
Indenture Agreement • June 7th, 2004 • Education Capital I LLC • Asset-backed securities

We have acted as counsel to Education Funding Capital I, LLC, a Delaware limited liability company (the “Depositor”), in connection with the Depositor’s Prospectus dated May 5, 2004 and the Prospectus Supplement dated May 5, 2004 (together, the “Prospectus”) with respect to the Series A-1 Education Loan Backed Notes, Series A-2 Education Loan Backed Notes, Series A-3 Education Loan Backed Notes, Series A-4 Education Loan Backed Notes, Series A-5 Education Loan Backed Notes, Series A-6 Education Loan Backed Notes, and Series B-1 Education Loan Backed Notes, (the “Notes”) to be issued by Education Funding Capital Trust-IV, a Delaware statutory trust (the “Issuer”). Capitalized terms used but not defined herein shall have the definitions assigned to such terms in the Prospectus. The Notes will be issued pursuant to the Indenture of Trust dated as of May 1, 2004, as supplemented by the First Supplemental Indenture of Trust dated as of May 1, 2004 (collectively, the “Indenture”) among the I

INDENTURE OF TRUST by and among CIT EDUCATION LOAN TRUST 2005-1 and THE BANK OF NEW YORK as Indenture Trustee and THE BANK OF NEW YORK as Trust Eligible Lender Trustee Dated as of June 1, 2005
Indenture of Trust • June 14th, 2005 • Education Capital I LLC • Asset-backed securities

THIS INDENTURE OF TRUST, dated as of June 1, 2005 (this “Indenture”), is by and among CIT EDUCATION LOAN TRUST 2005-1, a Delaware statutory trust (the “Issuer”), THE BANK OF NEW YORK, a New York banking corporation duly organized under the laws of the State of New York and authorized to exercise corporate trust powers, having its principal corporate trust office in New York, New York, as indenture trustee (the “Indenture Trustee”), and THE BANK OF NEW YORK, a New York banking corporation duly organized under the laws of the State of New York, as trust eligible lender trustee (the “Trust Eligible Lender Trustee”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in Appendix A hereto, which also contains rules of usage and construction that shall be applicable herein.