0001181431-05-036891 Sample Contracts

INDENTURE OF TRUST between EDUCATION LOANS INCORPORATED and as Trustee Dated as of June 1, 2005 CROSS REFERENCE TABLE
Education Loans Inc /De • June 27th, 2005 • Asset-backed securities • South Dakota
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TRANSFER AGREEMENT from GOAL FUNDING, INC. and to and EDUCATION LOANS INCORPORATED Dated as of June 1, 2005
Transfer Agreement • June 27th, 2005 • Education Loans Inc /De • Asset-backed securities • South Dakota

GOAL FUNDING, INC., a Delaware corporation ("GOAL Funding"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee and eligible lender trustee (the "GOAL Funding Trustee" and, together with GOAL Funding, the "Transferors") under the Indenture, dated as of November 26, 2002 (as amended, the "GOAL Funding Indenture"), among GOAL Funding, Citicorp North America, Inc., as agent, the financial institutions named therein, as lenders, Ambac Assurance Corporation, as insurer, Student Loan Finance Corporation ("SLFC"), as master servicer, and the GOAL Funding Trustee, in consideration of the payment to the Transferors of $78,320,463.79 (which amount is equal to the outstanding principal balance of such Assigned Student Loans (as hereinafter defined), plus accrued and unpaid interest and Special Allowance Payments thereon, as of the effective date of this Agreement), receipt of which is hereby acknowledged, hereby (a) assign, transfer and convey, subject to the

SERVICING AND ADMINISTRATION AGREEMENT among EDUCATION LOANS INCORPORATED, as Issuer STUDENT LOAN FINANCE CORPORATION, as Servicer and Administrator and Dated as of June 1, 2005 SERVICING AND ADMINISTRATION AGREEMENT
Servicing and Administration Agreement • June 27th, 2005 • Education Loans Inc /De • Asset-backed securities • South Dakota

THIS SERVICING AND ADMINISTRATION AGREEMENT (the "Agreement") entered into as of the 1st day of June, 2005 by and among Student Loan Finance Corporation, a corporation organized under the laws of the State of South Dakota ("SLFC," and, in its capacity as servicer hereunder, the "Servicer," and, in its capacity as administrator hereunder, the "Administrator"), Education Loans Incorporated, a corporation organized under the laws of the State of Delaware (the "Issuer"), and U.S. Bank National Association, a national banking association, in its capacity as trustee under the Indenture hereinafter referred to (the "Trustee").

TRANSFER AGREEMENT from GOAL FUNDING II, INC. and to and EDUCATION LOANS INCORPORATED Dated as of June 1, 2005
Transfer Agreement • June 27th, 2005 • Education Loans Inc /De • Asset-backed securities • South Dakota

GOAL FUNDING II, INC., a Delaware corporation ("GOAL Funding II"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee and eligible lender trustee (the "GOAL Funding II Trustee" and, together with GOAL Funding II, the "Transferors") under the Indenture, dated as of January 30, 2003 (as amended, the "GOAL Funding II Indenture"), among GOAL Funding II, Citicorp North America, Inc., as agent, the financial institutions named therein, as lenders, Student Loan Finance Corporation ("SLFC"), as master servicer, and the GOAL Funding II Trustee, in consideration of the payment to the Transferors of $638,863,671.98 (which amount is equal to the outstanding principal balance of such Assigned Student Loans (as hereinafter defined), plus accrued and unpaid interest and Special Allowance Payments thereon, as of the effective date of this Agreement), receipt of which is hereby acknowledged, hereby (a) assign, transfer and convey, subject to the following paragraph

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