INDENTURE OF TRUST between EDUCATION LOANS INCORPORATED and U.S. BANK NATIONAL ASSOCIATION as Trustee

 

 

 

 

           

 

 

 

INDENTURE OF TRUST

 

between

 

EDUCATION LOANS INCORPORATED

 

and

 

U.S. BANK NATIONAL ASSOCIATION

as Trustee

 

_______________________

Dated as of June 1, 2005

_______________________

 

 

 

           

CROSS REFERENCE TABLE

TIA       Indenture

Section Section

310(a)(1)                      8.13

(a)(2)                8.13

(a)(3)                8.12

(a)(4)                N.A.

(a)(5)                8.13

(b)                     8.8; 8.13

(c)                     N.A.

311(a)               8.14

(b)                     8.14

(c)                     N.A.

312(a)               12.1

(b)                     12.2

(c)                     12.2

313(a)               12.4

(b)(1)                12.4

(b)(2)                12.4

(c)                     12.4

(d)                     12.4

314(a)               12.3

(b)                     13.11;13.12

(c)(1)                1.4

(c)(2)                1.4

(c)(3)                1.4

(d)                     1.4

(e)                     1.4

(f)                      1.4

315(a)               8.1

(b)                     8.3; 14.4

(c)                     8.1

(d)                     8.1

(e)                     7.11

316(a)(last sentence)                 1.1

(a)(1)(A)                       7.4

(a)(1)(B)                       7.13

(a)(2)                N.A.

(b)                     7.9

(c)                     N.A.

317(a)(1)                      7.3

(a)(2)                7.10

(b)                     8.17

318(a)               13.10

TABLE OF CONTENTS

            Page

PARTIES          vii

RECITALS       vii

GRANTING CLAUSES           viii

ARTICLE ONE DEFINITIONS AND GENERAL PROVISIONS      1-1

Section 1.1        Definitions         1-1

Section 1.2        Definitions of General Terms      1-19

Section 1.3        Computations    1-20

Section 1.4        Compliance Certificates and Opinions, etc.         1-20

Section 1.5        Evidence of Action by the Corporation   1-23

Section 1.6        Exclusion of Notes Held By or For the Corporation       1-23

Section 1.7        Exhibits and Schedule    1-23

Section 1.8        Incorporation by Reference of Trust Indenture Act         1-23

ARTICLE TWO NOTE FORMS         2-1

Section 2.1        Forms Generally            2-1

Section 2.2        Form of Notes   2-1

ARTICLE THREE THE NOTES          3-1

Section 3.1        Authorization and Terms of Notes          3-1

Section 3.2        Purposes for Issuance    3-1

Section 3.3        Application of Proceeds             3-1

Section 3.4        Source of Payment; Limited Obligations             3-2

Section 3.5        Manner of Payment of Principal and Interest       3-2

Section 3.6        Form and Denominations           3-2

Section 3.7        Execution, Authentication and Delivery   3-2

Section 3.8        Book-Entry       3-3

Section 3.9        Temporary Notes          3-5

Section 3.10      Registration, Transfer and Exchange       3-5

Section 3.11      Mutilated, Destroyed, Lost and Stolen Notes     3-6

Section 3.12      Interest Rights Preserved; Dating of Notes         3-7

Section 3.13      Persons Deemed Holders          3-7

Section 3.14      Cancellation       3-7

ARTICLE FOUR PAYMENT OF PRINCIPAL OF AND INTEREST ON NOTES            4-1

Section 4.1        Interest Rate on Notes   4-1

Section 4.2        Principal Payments         4-1

Section 4.3        Optional Redemption     4-2

Section 4.4        Notice and Effect of Redemption           4-2

Section 4.5        Notice to Securities Depository 4-2

Section 4.6        Notice to Bloomberg     4-3

ARTICLE FIVE CREATION OF FUNDS AND ACCOUNTS; CREDITS THERETO AND PAYMENTS THEREFROM            5-1

Section 5.1        Creation of Accounts     5-1

Section 5.2        Acquisition Account       5-1

Section 5.3        Collection Account        5-4

Section 5.4        Reserve Account           5-4

Section 5.5        Student Loans   5-5

Section 5.6        Distribution of Available Funds   5-5

Section 5.7        Termination       5-6

Section 5.8        Pledge   5-7

Section 5.9        Investments       5-8

Section 5.10      Transfer of Investment Securities            5-11

Section 5.11      Termination       5-1111

Section 5.12      Indemnification Payments           5-1111

ARTICLE SIX COVENANTS TO SECURE NOTES; REPRESENTATIONS AND WARRANTIES 6-1

Section 6.1        Trustee to Hold Financed Student Loans            6-1

Section 6.2        Enforcement and Amendment of Guarantee Agreements             6-1

Section 6.3        Acquisition, Collection and Assignment of Student Loans             6-1

Section 6.4        Enforcement of Financed Student Loans             6-2

Section 6.5        Servicing and Other Agreements            6-2

Section 6.6        Administration and Collection of Financed Student Loans             6-3

Section 6.7        Books of Account; Annual Audit            6-3

Section 6.8        Punctual Payments         6-3

Section 6.9        Further Assurances        6-3

Section 6.10      Protection of Security; Power To Issue Notes and Pledge Revenues and Other Funds        6-4

Section 6.11      No Encumbrances         6-4

Section 6.12      Use of Trustee Eligible Lender Number 6-4

Section 6.13      Continuing Existence; Merger and Consolidation            6-5

Section 6.14      Fidelity Bonds   6-5

Section 6.15      Amendment of Student Loan Purchase Agreements        6-6

Section 6.16      Enforcement and Amendment of Guarantee Agreements             6-6

Section 6.17      Enforcement of Bailment Agreements     6-6

Section 6.18      Additional Covenants of the Corporation            6-6

Section 6.19      Representations and Warranties of the Corporation        6-9

Section 6.20      Quarterly Reports          6-1010

Section 6.21      Change in Name or State of Incorporation of Corporation             6-1111

ARTICLE SEVEN DEFAULTS AND REMEDIES      7-1

Section 7.1        Events of Default           7-1

Section 7.2        Acceleration      7-2

Section 7.3        Other Remedies; Rights of Noteholders 7-4

Section 7.4        Direction of Proceedings by Acting Holders Upon Default             7-4

Section 7.5        Waiver of Stay or Extension Laws         7-5

Section 7.6        Application of Moneys   7-5

Section 7.7        Remedies Vested in Trustee       7-6

Section 7.8        Limitation on Suits by Noteholders         7-6

Section 7.9        Unconditional Right of Noteholders To Enforce Payment             7-7

Section 7.10      Trustee May File Proofs of Claims         7-7

Section 7.11      Undertaking for Costs    7-7

Section 7.12      Termination of Proceedings        7-8

Section 7.13      Waiver of Defaults and Events of Default            7-8

Section 7.14      Inspection of Books and Records          7-8

ARTICLE EIGHT FIDUCIARIES        8-1

Section 8.1        Acceptance of the Trustee         8-1

Section 8.2        Fees, Charges and Expenses of the Trustee, Paying Agents and Note Registrar        8-3

Section 8.3        Notice to Noteholders if Default Occurs             8-4

Section 8.4        Intervention by Trustee 8-4

Section 8.5        Successor Trustee and Paying Agents    8-4

Section 8.6        Resignation by Trustee and Paying Agents          8-4

Section 8.7        Removal of Trustee        8-5

Section 8.8        Appointment of Successor Trustee         8-5

Section 8.9        Concerning any Successor Trustee         8-5

Section 8.10      Trustee Protected in Relying Upon Resolutions, Etc        8-6

Section 8.11      Successor Trustee as Custodian of Accounts      8-6

Section 8.12      Co-Trustee        8-6

Section 8.13      Corporate Trustee Required; Eligibility; Disqualification 8-8

Section 8.14      Preferential Collection of Claims Against Corporation     8-8

Section 8.15      Statement by Trustee of Accounts and Other Matters     8-8

Section 8.16      Trustee, Note Registrar and Paying Agents May Buy, Hold, Sell or Deal in Notes      8-9

Section 8.17      Paying Agents; Paying Agents To Hold Moneys in Trust             8-9

Section 8.18      Removal of Paying Agents; Successors 8-9

ARTICLE NINE SUPPLEMENTAL INDENTURES 9-1

Section 9.1        Supplemental Indentures Not Requiring Consent of Noteholders      9-1

Section 9.2        Supplemental Indentures Requiring Consent of Noteholders             9-1

Section 9.3        Rights of Trustee            9-2

Section 9.4        Rating Agency Confirmation Required Prior to Execution of Supplemental Indenture 9-3

Section 9.5        Conformity With Trust Indenture Act     9-3

ARTICLE TEN NOTEHOLDERS' MEETINGS          10-1

Section 10.1      Purposes for Which Noteholders' Meetings May Be Called             10-1

Section 10.2      Place of Meetings of Noteholders          10-1

Section 10.3      Call and Notice of Noteholders' Meetings.         10-1

Section 10.4      Persons Entitled To Vote at Noteholders' Meetings        10-2

Section 10.5      Determination of Voting Rights; Conduct and Adjournment of Meetings.      10-2

Section 10.6      Counting Votes and Recording Action of Meetings         10-3

Section 10.7      Revocation by Noteholders        10-3

ARTICLE ELEVEN DEFEASANCE; MONEYS HELD FOR PAYMENT OF DEFEASED NOTES    11-1

Section 11.1      Discharge of Liens and Pledges; Notes No Longer Outstanding and Deemed To Be Paid Hereunder.           11-1

Section 11.2      Notes Not Presented for Payment When Due; Moneys Held for the Notes after Due Date of Notes.      11-2

ARTICLE TWELVE NOTEHOLDERS' LISTS AND REPORTS        12-1

Section 12.1      Note Registrar To Furnish Trustee Names and Addresses to Noteholders      12-1

Section 12.2      Preservation of Information; Communications to Noteholders      12-1

Section 12.3      Reports by Corporation.            12-1

Section 12.4      Reports by Trustee        12-2

ARTICLE THIRTEEN MISCELLANEOUS    13-1

Section 13.1      Consent, Etc., of Noteholders    13-1

Section 13.2      Limitation of Rights        13-1

Section 13.3      Severability        13-1

Section 13.4      Notices             13-1

Section 13.5      Counterparts     13-2

Section 13.6      Indenture Constitutes a Security Agreement        13-3

Section 13.7      Payments Due on Non-Business Days    13-3

Section 13.8      Notices to Rating Agencies        13-3

Section 13.9      Governing Law 13-3

Section 13.10    Conflict with Trust Indenture Act            13-3

Section 13.11    Opinions as to Trust Estate.       13-3

Section 13.12    Recording of Indenture 13-4

Section 13.13    No Petition        13-4

Section 13.14    Income Tax Characterization      13-4

SIGNATURES            

EXHIBIT A      Form of Eligible Loan Acquisition Certificate      A-1

EXHIBIT B       Schedule of Initial Portfolio Loans          B-1

EXHIBIT C-1   List of Corporation Student Loan Purchase Agreements             C-1-1

EXHIBIT C-2   List of GOAL Funding, Inc. Student Loan Purchase Agreements            C-2-1

EXHIBIT C-3   List of GOAL Funding II, Inc. Student Loan Purchase Agreements         C-3-1

EXHIBIT D      Form of Updating Certificate      D-1

SCHEDULE 1 Form of Quarterly Report

THIS INDENTURE OF TRUST, dated as of June 1, 2005, between EDUCATION LOANS INCORPORATED, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Corporation"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly established, existing and authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the United States (herein called the "Trustee");

RECITALS OF THE CORPORATION

WHEREAS, the Trustee has entered into certain contracts and agreements, herein identified, with the Secretary of Education (hereinafter, together with the former United States Commissioner of Education, referred to as the "Secretary of Education") and each Guarantee Agency (as hereinafter defined), to provide an insurance or guarantee program for student loans incurred under the Higher Education Act of 1965, as amended, and the regulations promulgated by the United States Department of Education thereunder (hereinafter referred to as the "Higher Education Act"), that the Trustee on behalf of the Corporation may acquire with the proceeds of the sale of the Corporation's bonds, notes or obligations, and it is contemplated that the Trustee may in the future enter into comparable agreements with other Guarantee Agencies; and

WHEREAS, each Guarantee Agency has entered into agreements with the Secretary of Education for the payment by the Secretary of Education of amounts authorized to be paid pursuant to the Higher Education Act, including reimbursement of certain amounts to be paid upon certain defaulted student loans guaranteed or insured by such Guarantee Agency, and interest subsidy payments and Special Allowance Payments to holders of loans guaranteed or insured by such Guarantee Agency, and it is contemplated that any other Guarantee Agency as described in the preceding paragraph will enter into comparable agreements; and

WHEREAS, the Corporation has, by proper action of its Board, authorized and determined to issue four series of Notes (hereinafter referred to as the "Notes") in the respective aggregate principal amounts of $100,000,000 (the "Series 2005-1A1 Notes"), $250,000,000 (the "Series 2005-1A2 Notes"), and $355,000,000 (the "Series 2005-1A3 Notes"), each of which will be a series of Senior Notes, and $45,000,000 (the "Series 2005-1B Notes," and, together with the Series 2005-1A1 Notes, the Series 2005-1A2 Notes and the Series 2005-1A3 Notes, the "Notes"), which will be a series of Subordinate Notes; and

WHEREAS, all things necessary to make the Notes, when executed by the Corporation and authenticated and delivered by the Trustee hereunder, the valid obligations of the Corporation, and to make this Indenture a valid agreement of the Corporation in accordance with their and its terms, have been done;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

The Corporation, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Notes by the Holders thereof, and the performance and observance by the Corporation of all the covenants expressed or implied herein and in the Notes, does hereby grant to the Trustee, and to its successors in trust, and to them and their assigns, forever, a security interest in the following (the "Trust Estate"):

GRANTING CLAUSE FIRST

All rights, title, interest and privileges of the Corporation (i) with respect to Financed Student Loans, in, to and under the Federal Reimbursement Contracts, any Servicing Agreement, the Student Loan Purchase Agreements (including, but not limited to, those agreements described in Exhibits C-1, C-2 and C-3 hereto), the Transfer Agreements and the Guarantee Agreements, and (ii) in, to and under all Financed Student Loans (including the evidences of indebtedness thereof and related documentation), the proceeds of the sale of the Notes (until expended for the purpose for which the Notes were issued) and the revenues, moneys, evidences of indebtedness , instruments, securities and other financial assets (including any earnings thereon) in and payable into the Acquisition Account, the Collection Account and the Reserve Account, and any deposit accounts or securities accounts to which such Financed Student Loans, proceeds, revenues, moneys, evidences of indebtedness, instruments, securities and other financial assets may be credited, including, without limitation, the Acquisition Account, the Collection Account and the Reserve Account, in the manner and subject to the prior applications provided in Article Five hereof, all as hereinbefore and hereinafter defined, including any contract, any payment intangible, any general intangible or any evidence of indebtedness or other rights of the Corporation to receive any of the same whether now existing or hereafter coming into existence, and whether now or hereafter acquired;

GRANTING CLAUSE SECOND

All proceeds from any property described in these Granting Clauses and any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, pledged, assigned or transferred, as and for additional security hereunder by the Corporation or by anyone in its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof;

TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever;

IN TRUST NEVERTHELESS, upon the terms and trust herein set forth (i) for the equal and proportionate benefit, security and protection of all present and future Holders of Senior Notes, without privilege, priority or distinction as to lien or otherwise of any of Holders of Senior Notes over any of the other, and (ii) for the equal and proportionate benefit, security and protection of all present and future Holders of Subordinate Notes, without privilege, priority or distinction as to the lien or otherwise of any of the Holders of Subordinate Notes over any of the other, but on a basis subordinate to the Holders of Senior Notes on the terms described herein;

PROVIDED, HOWEVER, that if the Corporation, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of the Notes and the interest with respect thereto due and to become due thereon, or provide fully for payment thereof as herein provided, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, and shall make the payments into the Trust Accounts as required under Article Five hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient for payment of the entire amount due and to become due thereon as herein provided, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture shall be and remain in full force and effect.

NOW, THEREFORE, it is mutually covenanted and agreed for the benefit of all Holders of the Notes, as follows:

ARTICLE One

DEFINITIONS AND GENERAL PROVISIONS

Section 1.1        Definitions

. In this Indenture the following terms have the following respective meanings unless the context hereof clearly requires otherwise:

"Account" shall mean any of the Accounts created or established by this Indenture.

"Accountant" shall mean Eide Bailly LLP, Certified Public Accountants, Aberdeen, South Dakota, any other registered or certified public accountant or firm of such accountants duly licensed to practice and practicing as such under the laws of the State, selected and paid by the Corporation, who is Independent and not under the domination of the Corporation, but who may be regularly retained to make annual or similar audits of the books or records of the Corporation.

"Acting Holders Upon Default" shall mean, as such term is used in Article Seven hereof:

(a)         at any time that any Senior Notes are Outstanding:

(i)          for purposes of clause (2) of Section 7.2(A) hereof, the Holders of one hundred percent (100%) in aggregate Principal Amount of Senior Notes Outstanding; and

(ii)         for all other purposes hereunder, the Holders of a majority in aggregate Principal Amount of Senior Notes Outstanding; and

(b)         at any time that no Senior Notes are Outstanding but Subordinate Notes are Outstanding:

(i)          for purposes of clause (2) of Section 7.2(A) hereof, the Holders of one hundred percent (100%) in aggregate Principal Amount of Subordinate Notes Outstanding; and

(ii)         for all other purposes hereunder, the Holders of a majority in aggregate Principal Amount of Subordinate Notes Outstanding.

"Administrative Allowance" shall mean, with respect to each Monthly Payment Date and Quarterly Payment Date, a monthly allowance equal to .079167% of the aggregate Principal Balance of the Financed Student Loans as of the first day of the preceding calendar month, which shall be released to the Corporation on such Monthly Payment Date or Quarterly Payment Date pursuant to Section 5.6 hereof to cover Servicing Fees and the Corporation's other expenses (excluding Trustee Fees) incurred in connection with carrying out and administering its powers, duties and functions under this Indenture and any related agreements; provided that the Administrative Allowance payable on the first Monthly Payment Date will be equal to .026389% of the aggregate Principal Balance of the Financed Student Loans as of the Closing Date.

"Affiliate"  shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, "control," when used with respect to any specified Person, shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Authorized Officer," when used with reference to the Corporation, shall mean the chairman of the Board, the president, any vice president, the secretary or other person designated in writing to the Trustee from time to time by the Board.

"Available Funds" means (a) as of any Monthly Payment Date, the sum of the following:

(1)         all amounts received in the Collection Account and not yet paid out as of the last day of the preceding calendar month, together with that portion, if any, of the Balance of the Reserve Account in excess of the Reserve Account Requirement;

(2)         amounts in the Reserve Account, but only to the extent necessary to increase the balance of Available Funds (after giving effect to clause (1) above) to an amount sufficient to pay Administrative Allowances on such Monthly Payment Date;

(3)         amounts received in the Collection Account after the last day of the preceding calendar month and before such Monthly Payment Date, but only to the extent necessary to increase the balance of Available Funds (after giving effect to clauses (1) and (2) above) to an amount sufficient to pay Administrative Allowances on such Monthly Payment Date; and

(4)         amounts in the Acquisition Account, but only to the extent necessary to increase the balance of Available Funds (after giving effect to clauses (1), (2) and (3) above) to an amount sufficient to pay Administrative Allowances on such Monthly Payment Date; and

(b) as of any Quarterly Payment Date, the sum of the following:

(1)         all amounts received in the Collection Account and not yet paid out, together with that portion, if any, of the Balance of the Reserve Account in excess of the Reserve Account Requirement, as of the last day of the related Collection Period;

(2)         amounts in the Reserve Account, but only to the extent necessary to increase the balance of Available Funds (after giving effect to clause (1) above) to an amount sufficient to pay (a) any Indemnification Payment, (b) Administrative Allowances and Trustee Fees, (c) interest due on the Senior Notes and (unless a Subordinate Note Interest Trigger is in effect) the Subordinate Notes, and (d) principal of the Notes due at their Stated Maturity;

(3)         amounts received in the Collection Account after the last day of the related Collection Period and before such Quarterly Payment Date, but only to the extent necessary to increase the balance of Available Funds (after giving effect to clauses (1) and (2) above) to an amount sufficient to pay (a) any Indemnification Payment, (b) Administrative Allowances and Trustee Fees, (c) interest due on the Senior Notes and (unless a Subordinate Note Interest Trigger is in effect) the Subordinate Notes, and (d) principal of the Notes due at their Stated Maturity; and

(4)         amounts in the Acquisition Account, but only to the extent necessary to increase the balance of Available Funds (after giving effect to clauses (1), (2) and (3) above) to an amount sufficient to pay (a) any Indemnification Payment, (b) Administrative Allowances and Trustee Fees, (c) interest due on the Senior Notes and (unless a Subordinate Note Interest Trigger is in effect) the Subordinate Notes, and (d) principal of the Notes due at their Stated Maturity.

"Bailment Agreement" shall mean any agreement among the Corporation, the Trustee and a bailee, including the Servicer or any sub-servicer, providing for the bailee to act as the agent of the Trustee in perfecting the Trustee's security interest in Financed Eligible Loans, including any supplement thereto or amendment thereof entered into in accordance with the provisions thereof.

"Balance," when used with reference to any Account, shall mean the aggregate sum of all assets standing to the credit of such Account, including Investment Securities computed at the Value of Investment Securities and lawful money of the United States and amounts credited to the Collection Account but not yet received by the Trustee, as provided in Section 5.3 hereof.

"Board" shall mean the Board of Directors of the Corporation.

"Board Resolution" shall mean a copy of a resolution certified by the secretary or an assistant secretary of the Corporation to have been duly adopted by the Board and to be in full force and effect on the date of such certification, and delivered to the Trustee.

"Business Day" shall mean a day of the year other than a Saturday, a Sunday or a day on which banks located in the city in which the Principal Office of the Trustee is located or in the city in which the Principal Office of any Paying Agent (other than the Trustee) is located, are required or authorized by law to remain closed, or on which The New York Stock Exchange is closed.

"Cash Flow Projection" shall mean a projection as to future revenues and cash flow through the final retirement or Stated Maturity of the Outstanding Notes based upon existing facts and, to the extent not so based, upon assumptions accepted by each Rating Agency (including, without limitation, assumptions relating to variable rates of interest on the Notes) and the following assumptions: (1) a thirty (30)-day lag in receipt of borrower payments, and a sixty (60)-day lag in receipt of federal payments, with respect to Financed Student Loans; (2) no prepayments of principal of Financed Student Loans; (3) bond-equivalent rates of 91-day or 52-week U.S. Treasury bills (for purposes of determining returns on Financed Student Loans that are based upon such rates or averages thereof) equal to known rates (or averages) for such time as they are known, and thereafter equal to five percent (5.0%) per annum; and (4) a reinvestment rate of five percent (5.0%) per annum. The foregoing assumptions may, pursuant to a Supplemental Indenture as provided in Section 9.1(h) hereof, be replaced with or supplemented by such other reasonable assumptions as will not result in the withdrawal or reduction of the then-current rating of any of the Outstanding Notes, as evidenced by written confirmation to that effect from each Rating Agency.

"Closing Date" shall mean June 21, 2005, the date of initial issuance and delivery of the Notes hereunder.

"Collection Account" shall mean the Collection Account created and established by Section 5.3 hereof.

"Collection Period" shall mean the period from the Closing Date through August 31, 2005, and each three-month period thereafter.

"Consolidation Loan" shall mean a Student Loan authorized under Section 428C of the Higher Education Act.

"Corporation" shall mean (1) Education Loans Incorporated, a corporation duly organized and existing under the laws of the State of Delaware, (2) any successor thereto under this Indenture, and (3) for purposes of any provision contained herein and required by the TIA, each other obligor on the Notes.

"Corporation Release Date" shall mean (i) each Quarterly Payment Date occurring prior to the Quarterly Payment Date in June 2012, and (ii) each Quarterly Payment Date thereafter for which the Rating Agency Condition has been met with respect to the payment of Available Funds to the Corporation pursuant to clause Ninth of Section 5.6 hereof. If, for a given Quarterly Payment Date, the Rating Agency Condition is met with respect to a portion, but not all, of the Available Funds that would otherwise be available to be paid to the Corporation on such Quarterly Payment Date, such Quarterly Payment Date shall be deemed to be a Corporation Release Date to the extent of such portion of the Available Funds.

"Corporation Request," "Corporation Order," "Corporation Certificate" or "Corporation Consent" shall mean, respectively, a written request, order, certificate or consent signed in the name of the Corporation by an Authorized Officer and delivered to the Trustee.

"Corporation Student Loan Purchase Agreements" shall mean all agreements between the Corporation and a Lender providing for the sale by such Lender to the Corporation of Student Loans Financed or to be Financed under this Indenture and substantially in the forms which are on file with the Trustee, including amendments thereto made in accordance with Section 6.15 hereof, a list of which is attached to this Indenture as Exhibit C-1, as such list may be amended or supplemented from time to time.

"Counsel" shall mean a person, or firm of which such a person is a member, authorized in any state to practice law.

"Debt Service" shall mean, with respect to the Notes, as of any particular date and with respect to any particular period, the aggregate of the moneys to be paid or set aside on such date or during such period for the payment (or retirement) of the principal of and interest on the Notes.

"Eligible Borrower" shall mean a borrower who is eligible under the Higher Education Act to be the obligor of a loan for financing a program of post-secondary education, including a borrower who is eligible under the Higher Education Act to be an obligor of a Plus Loan.

"Eligible Loan" shall mean: (A) a FFELP Loan which: (1) has been or will be made to an Eligible Borrower for post-secondary education; (2) is Guaranteed by a Guarantee Agency to the extent of not less than ninety-eight percent (98%) of the principal thereof and all accrued interest thereon; (3) is an "eligible loan" as defined in Section 438 of the Higher Education Act for purposes of receiving Special Allowance Payments; and (4) bears interest at a rate per annum not less than or in excess of the applicable rate of interest provided by the Higher Education Act, or such lesser rates as may be approved by each Rating Agency; or (B) any other FFELP Loan if the Corporation shall have caused to be provided to the Trustee written confirmation from each Rating Agency that treating such FFELP Loan as an Eligible Loan will not adversely affect any rating or ratings then applicable to any of the Notes; provided that if, after any reauthorization or amendment of the Higher Education Act, any FFELP Loans authorized thereunder, including the benefits to which they are entitled, are materially different from FFELP Loans authorized prior to such reauthorization or amendment, such FFELP Loans shall not be Financed as Eligible Loans hereunder after such reauthorization or amendment unless the Trustee has received a written confirmation from each Rating Agency that including such loans as Eligible Loans will not adversely affect any rating or ratings then applicable to any of the Outstanding Notes.

"Eligible Loan Acquisition Certificate" shall mean a certificate signed by an Authorized Officer of the Corporation and substantially in the form attached as Exhibit A hereto.

"Ending Balance Factor" shall mean, with respect to any Quarterly Payment Date and a given series of Notes, the number calculated by dividing the unpaid principal balance of such series (after giving effect to any payment of principal on the Notes of such series on such Quarterly Payment Date) by the original principal balance of such series and rounding the result to nine decimal places.

"Event of Default" shall mean one of the events described as such in Section 7.1 hereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Federal Reimbursement Contract" shall mean any agreement between a Guarantee Agency and the Secretary of Education providing for the payment by the Secretary of Education of amounts authorized to be paid pursuant to the Higher Education Act, including (but not necessarily limited to) reimbursement of amounts paid or payable upon defaulted Financed Student Loans and other student loans guaranteed or insured by the Guarantee Agency and interest subsidy payments to holders of qualifying student loans guaranteed or insured by the Guarantee Agency.

"FFEL Program" shall mean the Federal Family Education Loan Program established by the Higher Education Act pursuant to which loans are made to borrowers pursuant to specified guidelines, and the repayment of such loans is guaranteed by a guarantee agency, and any predecessor or successor program.

"FFELP Loans" shall mean Student Loans made under the FFEL Program.

"Financed," when used with respect to Student Loans or Eligible Loans, shall mean Student Loans or Eligible Loans, as the case may be, acquired or originated by the Trustee on behalf of the Corporation with moneys in the Acquisition Account, any Eligible Loans received in exchange for Financed Student Loans upon the sale thereof or substitution therefor in accordance with Section Section 5.2 hereof and any other Student Loans deemed to be "Financed" with moneys in the Acquisition Account pursuant to this Indenture, but does not include Student Loans released from the lien of this Indenture and sold, as permitted in this Indenture, to any purchaser, including a trustee for the holders of the Corporation's bonds, notes or other evidences of indebtedness.

"Fiscal Year" shall mean the fiscal year of the Corporation as established from time to time.

"Fitch" shall mean Fitch Ratings, its successors and their assigns, and, if such partnership shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee, at the written direction of the Corporation.

"GOAL Funding" shall mean GOAL Funding, Inc., a corporation duly organized and existing under the laws of the State of Delaware, its successors and assigns.

"GOAL Funding II" shall mean GOAL Funding II, Inc., a corporation duly organized and existing under the laws of the State of Delaware, its successors and assigns.

"Government Obligations" shall mean direct obligations of, or obligations the full and timely payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America.

"Guarantee" or "Guaranteed" shall mean, with respect to a FFELP Loan, the insurance or guarantee by a Guarantee Agency, to the extent provided in the Higher Education Act, of the principal of and accrued interest on such FFELP Loan, and, where applicable, the coverage of such FFELP Loan by one or more Federal Reimbursement Contracts providing, among other things, for reimbursement to the Guarantee Agency for losses incurred by it on defaulted Financed Student Loans insured or guaranteed by the Guarantee Agency to the extent provided in the Higher Education Act.

"Guarantee Agency" shall mean (1) Education Assistance Corporation, and its successors and assigns, including, without limitation, the Secretary of Education, (2) Pennsylvania Higher Education Assistance Agency, and its successors and assigns, including, without limitation, the Secretary of Education, (3) United Student Aid Funds, Inc., and its successors and assigns, including, without limitation, the Secretary of Education, (4) Student Loans of North Dakota, and its successors and assigns, including, without limitation, the Secretary of Education, (5) Northwest Education Loan Association, and its successors and assigns, including, without limitation, the Secretary of Education, (6) Great Lakes Higher Education Guaranty Corporation, and its successors and assigns, including, without limitation, the Secretary of Education, (7) Educational Credit Management Corporation (formerly known as Transitional Guaranty Agency, Inc.), and its successors and assigns, including, without limitation, the Secretary of Education, (8) Iowa College Student Aid Commission, and its successors and assigns, including, without limitation, the Secretary of Education, (9) Missouri Student Loan Program, and its successors and assigns, including, without limitation, the Secretary of Education, (10) Illinois Student Assistance Commission, and its successors and assigns, including, without limitation, the Secretary of Education, (11) California Student Aid Commission, and its successors and assigns, including, without limitation, the Secretary of Education, (12) Oregon Student Assistance Commission, and its successors and assigns, including, without limitation, the Secretary of Education, (13) Texas Guaranteed Student Loan Corporation, and its successors and assigns, including, without limitation, the Secretary of Education, (14) Massachusetts Higher Education Assistance Corporation (d/b/a as American Student Assistance), and its successors and assigns, including, without limitation, the Secretary of Education, (15) Student Loan Guarantee Foundation of Arkansas, Inc., and its successors and assigns, including, without limitation, the Secretary of Education, (16) College Access Network (formerly known as Colorado Student Loan Program), and its successors and assigns, including, without limitation, the Secretary of Education, (17) Kentucky Higher Education Assistance Authority, and its successors and assigns, including, without limitation, the Secretary of Education, (18) Finance Authority of Maine, and its successors and assigns, including, without limitation, the Secretary of Education, (19) Michigan Higher Education Assistance Authority, with is component unit, Michigan Guaranty Agency, and its successors and assigns, including, without limitation, the Secretary of Education, (20) Montana Guaranteed Student Loan Program, and its successors and assigns, including, without limitation, the Secretary of Education, (21) National Student Loan Program, Inc., and its successors and assigns, including, without limitation, the Secretary of Education, (22) New York State Higher Education Services Corporation, and its successors and assigns, including, without limitation, the Secretary of Education, (23) New Jersey Higher Education Student Assistance Authority, and its successors and assigns, including, without limitation, the Secretary of Education, (24) Oklahoma State Regents for Higher Education, and its successors and assigns, including, without limitation, the Secretary of Education, (25) Louisiana Office of Student Financial Assistance, and its successors and assigns, including, without limitation, the Secretary of Education, (26) Florida Department of Education, Office of Student Financial Assistance, and its successors and assigns, including, without limitation, the Secretary of Education, (27) Rhode Island Higher Education Assistance Authority and its successors and assigns, including without limitation, the Secretary of Education, (28) the Secretary of Education, to the extent the Secretary of Education has directly insured or guaranteed FFELP Loans, or (29) any other state agency or private nonprofit institution or organization which administers a Guarantee Program, subject to confirmation of ratings on any Outstanding Notes.

"Guarantee Agreements" shall mean, collectively, (1) that certain Lender Agreement for Guarantee of Student Loans With Federal Reinsurance, dated July 3, 1997, and that certain Certificate of Comprehensive Insurance, dated September 24, 2002, between the Trustee and Education Assistance Corporation, (2) that certain Lender Agreement for Guarantee of Student Loans With Federal Reinsurance, dated February 28, 1994, between the Trustee and Pennsylvania Higher Education Assistance Agency, (3) that certain Agreement to Guarantee Loans, dated February 22, 2002, that certain Agreement to Guarantee Consolidation Loans, dated February 22, 2002, and that certain Certificate of Comprehensive Guarantee Coverage, dated February 22, 2002, each between the Trustee and United Student Aid Funds, Inc., (4) that certain Lender Participation Agreement for Insurance, dated July 8, 1997, between the Trustee and Student Loans of North Dakota, (5) that certain Agreement to Guarantee Loans, dated March 22, 1999, that certain Lender Participation Agreement for Consolidation Loans, dated August 16, 2002, and that certain Blanket Certificate of Loan Guaranty, dated September 9, 2002, each between the Trustee and Northwest Education Loan Association, (6) that certain Student Loan Guaranty, dated July 15, 1997, that certain Certificate of Comprehensive Insurance for Consolidation Loans, dated June 1, 2002, and that certain Certificate of Comprehensive Insurance for Consolidation Loans, dated June 1, 2004, each between the Trustee and Great Lakes Higher Education Guaranty Corporation (7) that certain Agreement for Payment on Guarantee of Student Loans With Federal Reinsurance, dated January 30, 2002, that certain Agreement for Payment on Guarantee of Consolidation Loans with Federal Reinsurance, dated January 30, 2002, and that certain Certificate of Comprehensive Guarantee for Consolidation Loans, dated January 30, 2002, each between the Trustee and Educational Credit Management Corporation (formerly known as Transitional Guaranty Agency, Inc.), (8) that certain Agreement to Guarantee Loans, dated July 15, 1997, and that certain Agreement to Guarantee PLUS/SLS Loans, dated July 15, 1997, each between the Trustee and Iowa Student College Aid Commission, (9) that certain Agreement to Guarantee Federal Stafford Loans (Subsidized and Unsubsidized), Federal PLUS Loans, Federal SLS Loans, dated July 15, 1997, that certain Lender Participation Agreement, dated February 7, 2002, and that certain Certificate of Comprehensive Insurance, dated July 16, 2002, each between the Trustee and Missouri Student Loan Program, (10) that certain Holder Agreement, dated July 7, 1997, between the Trustee and Illinois Student Assistance Commission, (11) that certain Agreement to Guarantee Loans Made by a Commercial Lender, dated July 10, 1997, that certain Agreement to Guarantee CLAS Program Loans Made by a Commercial Lender, dated July 10, 1997, that certain Consolidation Loan Program Lender Participation Agreement, dated July 6, 1997, that certain Certificate of Comprehensive Insurance (for Federal Consolidation Loans made in accordance with Title IV, Part B of the Higher Education Act of 1965, as amended), dated July 17, 1997, and that certain Agreement (relating to the guarantee of loans for attendance at educational institutions), dated August 29, 2001, each between the Trustee and California Student Aid Commission, (12) that certain Agreement to Endorse Loans, dated January 30, 2002, that certain Agreement to Guarantee Federal Consolidation Loans, dated January 30, 2002, that certain Certificate of Comprehensive Guarantee Coverage, dated January 30, 2002 , each between the Trustee and Oregon Student Assistance Commission, (13) that certain Lender Participation Agreement, dated April 18, 2000, that certain Consolidation Loans Lender Participation Agreement, dated April 18, 2000, and that certain Certificate of Comprehensive Insurance, dated April 18, 2000, each between the Trustee and Texas Guaranteed Student Loan Corporation, (14) that certain Guarantee Agreement, dated June 19, 2002, between the Trustee and Massachusetts Higher Education Assistance Corporation (d/b/a as American Student Assistance), (15) that certain Agreement to Guarantee Loans, dated January 30, 2002, between the Trustee and Student Loan Guarantee Foundation of Arkansas, Inc., (16) that certain Lender Program Participation Agreement, dated February 26, 2002, and that certain Certificate of Comprehensive Insurance, dated February 25, 2002, each between the Trustee and College Access Network (formerly known as Student Loan Division of the Colorado Student Loan Program, (17) that certain Lender Participation Agreement and Contract of Insurance, dated July 5, 2001, between the Trustee and Kentucky Higher Education Assistance Authority, (18) that certain Agreement to Guarantee Loans, dated February 20, 2002, that certain Agreement to Guarantee Consolidation Loans, dated February 20, 2002, and that certain Certificate of Comprehensive Guarantee Coverage, dated February 20, 2002, each between the Trustee and Finance Authority of Maine, (19) that certain Agreement to Guarantee Loans, dated January 30, 2002, that certain Agreement to Guarantee Consolidation Loans, dated January 30, 2002, and that certain Certificate of Comprehensive Guarantee Coverage, dated January 30, 2002, each between the Trustee and Michigan Higher Education Assistance Authority, with is component unit, Michigan Guaranty Agency, (20) that certain Agreement to Guarantee Federal Family Education Loans, dated January 30, 2002, that certain Agreement (relating to the guarantee of consolidation loans), dated February 15, 2002, and that certain Certificate of Comprehensive Insurance for Consolidation Loans, dated January 30, 2002, each between the Trustee and Montana Guaranteed Student Loan Program, (21) that certain Lender Agreement for Guarantee of Student Loans with Federal Reinsurance, dated January 30, 2002, that certain Lender Agreement for Guarantee of Federal Consolidation Loans with Federal Reinsurance, dated January 30, 2002, that certain Blanket Certificate of Guarantee with Respect to Student Loans with Federal Reinsurance, dated February 15, 2002, and that certain Certificate of Guarantee with respect to Federal Consolidation Loans, dated February 27, 2002, each between the Trustee and National Student Loan Program, Inc., (22) that certain Loan Guarantee Agreement with Lending Institution, dated January 30, 2002, that certain Lender Participation Agreement, dated July 1, 2002, and that certain Certificate of Comprehensive Insurance, dated July 1, 2002, each between the Trustee and New York State Higher Education Services Corporation, (23) that certain Guaranty Loan Agreement, dated January 30, 2002, that certain Lender Participation Agreement for Consolidation Loans, dated January 30, 2002, and that certain Authority Certification of Comprehensive Insurance, dated February 20, 2002, each between the Trustee and New Jersey Higher Education Student Assistance Authority, (24) that certain Agreement to Guarantee Loans, dated January 30, 2002, that certain Agreement to Guarantee Consolidation Loans, dated January 30, 2002, and that certain Certificate of Comprehensive Guarantee Coverage for Federal Consolidation Loans, dated January 30, 2002, each between the Trustee and Oklahoma State Regents for Higher Education, (25) that certain Participation Agreement, dated January 30, 2002, that certain Agreement to Guarantee Consolidation Loans, dated January 30, 2002, and that certain Certificate of Comprehensive Guarantee Coverage, dated January 30, 2002, each between the Trustee and Louisiana Office of Student Financial Assistance Commission, (26) that certain Lending Institution Participation Agreement, dated March 16, 2002, that certain Lender Participation Agreement (federal consolidation loans), dated April 16, 2002, and that certain Certificate of Comprehensive Insurance, dated April 16, 2002, each between the Trustee and Florida Department of Education, Office of Student Financial Assistance, (27) that certain Agreement to Guarantee Loans, dated August 23, 2003, that certain Agreement to Guarantee Consolidation Loans, dated August 23, 2003, and that certain Certificate of Comprehensive Guarantee Coverage for Federal Consolidation Loans, dated August 23, 2003, each between the Trustee and Rhode Island Higher Education Assistance Authority, and (28) any other agreement between a Guarantee Agency and the Trustee providing for the insurance or guarantee by such Guarantee Agency, to the extent provided in the Higher Education Act, of the principal of and accrued interest on FFELP Loans acquired by the Trustee from time to time, including any supplement thereto or amendment thereof entered into in accordance with the provisions thereof and hereof.

"Guarantee Program" shall mean a Guarantee Agency's student loan insurance program pursuant to which such Guarantee Agency guarantees or insures FFELP Loans.

"Higher Education Act" shall mean the Higher Education Act of 1965, as amended or supplemented from time to time, and all regulations promulgated thereunder.

"Holder," when used with respect to any Note, shall mean the Person in whose name such Note is registered in the Note Register.

"Indemnification Payment" shall mean an amount determined, in accordance with Section 5.12 hereof, to be payable from the Trust Estate pursuant to the indemnification provisions of a Joint Sharing Agreement.

"Indenture" shall mean this Indenture of Trust, including any supplement hereto or amendment hereof entered into in accordance with the provisions hereof.

"Independent," when used with respect to any specified Person, shall mean such a Person who (i) is in fact independent; (ii) does not have any direct financial interest or any material indirect financial interest in the Corporation, other than the payment to be received under a contract for services to be performed by such Person; and (iii) is not connected with the Corporation as an official, officer, employee, promoter, underwriter, trustee, partner, affiliate, subsidiary, director or Person performing similar functions. Whenever it is herein provided that any Independent Person's opinion or certificate shall be furnished to the Trustee, such Person shall be appointed by the Corporation or the Trustee, as the case may be, and such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof.

"Independent Certificate" shall mean a certificate or opinion to be delivered to the Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 1.4, made by an Independent appraiser or other expert appointed by a Corporation Order and approved by the Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Indenture and that the signer is Independent within the meaning thereof.

"Initial Interest Rate" shall mean (i) with respect to the Series 2005-1A1 Notes, 3.460838333% per annum; (ii) with respect to the Series 2005-1A2 Notes, 3.510838333% per annum; (iii) with respect to the Series 2005-1A3 Notes, 3.550838333% per annum; and (iv) with respect to the Subordinate Notes, 4.000838333% per annum.

"Initial Interest Period" shall mean the period from the Closing Date to the first Quarterly Payment Date.

"Initial Portfolio Loans" shall mean the Financed Student Loans purchased on the Closing Date in accordance with the provisions of Section 3.3(d)(1) hereof, a schedule of which is attached hereto as Exhibit B.

"Interest Period" shall mean the Initial Interest Period, and thereafter the period from each Quarterly Payment Date to the next Quarterly Payment Date.

"Interest Rate Margin" shall mean:

(i)          with respect to the Series 2005-1A1 Notes, 0.01% per annum;

(ii)         with respect to the Series 2005-1A2 Notes, 0.06% per annum;

(iii)        with respect to the Series 2005-1A3 Notes, 0.10% per annum; and

(iv)        with respect to the Series 2005-1B Notes, 0.55% per annum.

"Investment Securities" shall mean any of the following:

(1)         Government Obligations;

(2)         Interest-bearing time or demand deposits, certificates of deposit or other similar banking arrangements with any bank, trust company, national banking association or other depository institution (including the Trustee or any of its affiliates), provided that, at the time of deposit or purchase, if the investment is for a period exceeding one year, such depository institution shall have long-term unsecured debt rated by each Rating Agency not lower than in its highest applicable Specific Rating Category or, if the investment is for a period of less than one year, such depository institution shall have short-term unsecured debt rated by each Rating Agency not lower than its highest applicable Specific Rating Category;

(3)         Obligations issued or guaranteed as to principal and interest by any of the following: (a) the Government National Mortgage Association; (b) the Federal National Mortgage Association; or (c) the Federal Farm Credit Banks, the Federal Intermediate Credit Banks, the Export-Import Bank of the United States, the Federal Land Banks, the Federal Financing Bank, the Federal Home Loan Banks, the Federal Home Loan Mortgage Corporation or the Farmers Home Administration, or any agency or instrumentality of the United States of America which shall be established for the purpose of acquiring the obligations of any of the foregoing or otherwise providing financing therefor, provided that any such obligation described in this clause (c) shall be rated by Moody's, S&P and Fitch, (i) if such obligation has a term of less than one year, not lower than in its highest applicable Specific Rating Category, or (ii) if such obligation has a term of one year or longer, not lower than in its highest applicable Specific Rating Category;

(4)         Repurchase agreements with banks (which may include the Trustee or any of its affiliates) which are members of the Federal Deposit Insurance Corporation or with government bond dealers insured by the Securities Investor Protection Corporation, which such agreements are secured by securities which are Government Obligations to a level sufficient to obtain a rating by each Rating Agency in its highest Specific Rating Category, or with brokers or dealers whose unsecured long-term debt is rated by each Rating Agency in its highest Specific Rating Category. The Trustee will give written notice to each Rating Agency of any investment in a repurchase agreement or reverse repurchase agreement pursuant to this paragraph with a term greater than one (1) year;

(5)         Any money market fund, including a qualified regulated investment company described in Internal Revenue Service Notice 87-22, 1987-1 C.B. 466, rated by each Rating Agency not lower than its highest applicable Specific Rating Category;

(6)         Any debt instrument; provided that such instrument has a term of less than one year, is rated by each Rating Agency not lower than in its highest applicable Specific Rating Category and notice of such investment is given to each Rating Agency;

(7)         Any investment agreement which constitutes a general obligation of a Person, or the obligations under which are unconditionally guaranteed by a Person, whose debt, unsecured securities, deposits or claims paying ability is rated by each Rating Agency, (a) if such investment agreement has a term of less than one year, not lower than in its highest applicable Specific Rating Category, or (b) if such investment agreement has a term of one year or longer, not lower than in its highest applicable Specific Rating Category; and

(8)         Any other investment if the Trustee shall have received written evidence from each Rating Agency that treating such investment as an Investment Security will not cause any rating then applicable to any Outstanding Notes to be lowered or withdrawn.

If any Investment Security described in clause (7) above has a term of one year or longer, the Trustee shall give each Rating Agency written notice thereof.

"Joint Sharing Agreement" shall mean any agreement entered into in accordance with Section 6.12(2) hereof.

"Lender" shall mean any "eligible lender" (as defined in the Higher Education Act) which has received an eligible lender designation from a Guarantee Agency.

"LIBOR Business Day" shall mean any day on which banks in London and New York City are open for the transaction of international business.

"LIBOR Determination Date" shall mean, with respect to each Interest Period (other than the Initial Interest Period), the second LIBOR Business Day prior to the commencement of such Interest Period.

"Maturity," when used with respect to any Note, shall mean the date on which the principal of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity thereof or by declaration of acceleration, call for redemption or otherwise.

"Monthly Payment Date" shall mean the twenty-fifth day (or, if such twenty-fifth day is not a Business Day, the next succeeding Business Day) of each calendar month, other than March, June, September and December, commencing July 25, 2005.

"Moody's" shall mean Moody's Investors Service, Inc., its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee, at the written direction of the Corporation.

"Note Register" shall mean the register maintained by the Note Registrar pursuant to Section 3.10 hereof.

"Note Registrar" shall mean the Trustee, serving in such capacity under the terms of this Indenture.

"Noteholder" shall mean the Holder of any Note.

"Notes" shall mean the Senior Notes and the Subordinate Notes.

"Original Pool Principal Balance" shall have the meaning ascribed thereto in Section 5.5 hereof.

"Outstanding," when used with respect to any Note, shall have the construction given to such word in Sections 1.6, 3.10 and 13.1 hereof, i.e., a Note shall not be Outstanding hereunder if such Note is at the time not deemed to be Outstanding hereunder by reason of the operation and effect of Section 1.6, Section 3.10 or Section 12.1 hereof.

"Paying Agent" shall mean the Trustee and any other commercial bank designated herein or in accordance herewith as a place at which principal of or interest on any Note is payable.

"Person" shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, incorporated organization or government or any agency or political subdivision thereof.

"Plus Loan" shall mean a Student Loan made pursuant to Section 428B of the Higher Education Act.

"Pre-Funding Period" shall mean the period from the Closing Date through October 6, 2005, or, with respect to any amounts necessary to make additional disbursements on the Initial Portfolio Loans, such later date as the Corporation shall certify as necessary in connection with the making of such disbursements.

"Principal Amount," when used with respect to a Note, shall mean the original principal amount of such Note less all payments previously made to the Holder thereof in respect of principal.

"Principal Balance," when used with respect to a Student Loan, shall mean the unpaid principal amount thereof (including any unpaid capitalized interest thereon that is authorized to be, and has been, capitalized under the Higher Education Act) as of a given date.

"Principal Distribution Amount," when used with respect to (1) each Quarterly Payment Date which is both prior to the first date on which the Notes could be redeemed pursuant to Section 4.3 hereof and also a Corporation Release Date, shall mean the amount which, after giving effect to all applications of Available Funds made on such Quarterly Payment Date pursuant to Section 5.6 hereof, would cause the Total Asset Percentage to be equal to 100.5% if such amount were applied to the payment of principal of the Notes, and (2) any other Quarterly Payment Date, shall mean all Available Funds remaining after the applications required pursuant to clauses First through Sixth of Section 5.6 hereof.

"Principal Office" shall mean (i) when used with respect to the Trustee, the principal office of the Trustee for the performance of its duties as trustee hereunder, which office as of the date of execution of this Indenture is located at the address specified in Section 13.4 hereof, and (ii) when used with respect to a Paying Agent (other than the Trustee) or the Note Registrar, such office designated in writing to the Trustee and the Corporation as the location of its principal office for the performance of its duties as Paying Agent or Note Registrar, as the case may be, under this Indenture.

"Program" shall mean the program to be administered by the Servicer for the purchase of Student Loans from Lenders, SLFC, GOAL Funding, and GOAL Funding II or origination of Student Loans in order to increase the supply of moneys available for new Student Loans, thereby assisting students in obtaining a post-secondary school education.

"Quarterly Payment Date" shall mean the twenty-fifth day (or, if such twenty-fifth day is not a Business Day, the next succeeding Business Day) of each March, June, September and December, commencing September 26, 2005.

"Quarterly Report" shall mean a report prepared by or on behalf of the Corporation setting forth the information set forth on Schedule 1 hereto as of the last day of the preceding Collection Period.

"Rating Agency" shall mean any rating agency that shall have an outstanding rating on any of the Notes pursuant to request by the Corporation.

"Rating Agency Condition" shall mean, with respect to any action, that each of the Rating Agencies shall have notified the Corporation and the Trustee in writing that such action will not result in a reduction, qualification or withdrawal of the then-current rating of any of the Notes.

"Rating Category" shall mean one of the general rating categories of a Rating Agency, without regard to any refinement or gradation of such rating category by a numerical modifier or otherwise.

"Record Date" shall mean, with respect to a Quarterly Payment Date, the Business Day immediately preceding such Quarterly Payment Date.

"Redemption Date," when used with respect to any Note to be redeemed, shall mean the date fixed for such redemption by or pursuant to this Indenture.

"Redemption Price," when used with respect to any Note to be redeemed, shall mean the price at which it is to be redeemed pursuant to this Indenture.

"Reserve Account" shall mean the Reserve Account created and established by Section 5.4 hereof.

"Reserve Account Requirement" means an amount equal to the greater of (i) 1.0% of the aggregate Principal Amount of Outstanding Notes and (ii) $1,125,000.

"S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw-Hill Inc., its successors and their assigns, and, if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee, at the written direction of the Corporation.

"Secretary of Education" shall mean the Commissioner of Education, Department of Health, Education and Welfare of the United States, and the Secretary of the United States Department of Education (who succeeded to the functions of the Commissioner of Education pursuant to the Department of Education Organization Act), or any other officer, board, body, commission or agency succeeding to the functions thereof under the Higher Education Act.

"Securities Depository" shall mean The Depository Trust Company, New York, New York, and its successors and assigns, or, if (i) the then-existing Securities Depository resigns from its functions as depository of the Notes or (ii) the Corporation discontinues use of the Securities Depository pursuant to Section 3.8 hereof, then any other securities depository which agrees to follow the procedures required to be followed by a securities depository in connection with the Notes and which is selected by the Corporation with the consent of the Trustee.

"Senior Asset Percentage" means the percentage obtained by dividing (A) the Value of the Trust Estate by (B) the aggregate Principal Amount of Outstanding Senior Notes.

"Senior Notes" shall mean, collectively the Series 2005-1A1 Notes, the Series 2005-1A2 Notes and the Series 2005-1A3 Notes.

"Series 2005-1 Transfer Agreements" shall mean (i) the Transfer Agreement, dated as of June 1, 2005, among the Corporation, the Trustee, GOAL Funding II and the trustee for GOAL Funding II, as amended or supplemented from time to time and (ii) the Transfer Agreement, dated as of June 1, 2005, among the Corporation, the Trustee, GOAL Funding and the trustee for GOAL Funding, as amended or supplemented from time to time.

"Series 2005-1A1 Notes" shall mean the Notes created and to be issued under this Indenture in the original principal amount of $100,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2004-1A1."

"Series 2005-1A2 Notes" shall mean the Notes created and to be issued under this Indenture in the original principal amount of $250,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2005-1A2."

"Series 2005-1A3 Notes" shall mean the Notes created and to be issued under this Indenture in the original principal amount of $355,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2005-1A3."

"Series 2005-1B Notes" shall mean the Notes created and to be issued under this Indenture in the original principal amount of $45,000,000 and designated as the "Student Loan Asset-Backed Notes, Subordinate Series 2005-1B."

"Servicer" shall mean SLFC, and any other organization with which the Corporation and the Trustee have entered into a Servicing Agreement, subject to confirmation of ratings on any then Outstanding Notes, as evidenced by written confirmation to the Trustee to that effect from each Rating Agency.

"Servicing Agreement" shall mean the Servicing and Administration Agreement, dated as of June 1, 2005, among the Corporation, the Trustee and SLFC, as servicer and administrator, and any other agreement among the Corporation, the Trustee and a Servicer under which the Servicer agrees to act as the Corporation's agent in connection with the administration and collection of Financed Student Loans in accordance with this Indenture.

"Servicing Fees" shall mean any fees payable by the Corporation to a Servicer in respect of Financed Student Loans pursuant to the provisions of a Servicing Agreement.

"SLFC" shall mean Student Loan Finance Corporation, a corporation duly organized and existing under the laws of the State of South Dakota.

"SLS Loan" shall mean a Student Loan made pursuant to former Section 428A of the Higher Education Act.

"Special Allowance Payments" shall mean special allowance payments authorized to be made by the Secretary of Education by Section 438 of the Higher Education Act, or similar allowances authorized from time to time by federal law or regulation.

"Specific Rating Category" shall mean a specific rating category of a Rating Agency, taking into account any refinement or gradation of a Rating Category by a numerical or other qualifier. For so long as any of the Notes are rated by Moody's: (a) references to the highest applicable Specific Rating Category shall be, with respect to obligations or investments having a term of less than one year, to a rating of "P-1" (or, if Moody's revises its rating schedule from time to time, such rating as Moody's shall advise the Trustee in writing is comparable to "P-1" under such revised rating schedule), and with respect to obligations or investments having a term of one year or longer, to a rating of "Aaa" (or, if Moody's revises its rating schedule from time to time, such rating as Moody's shall advise the Trustee in writing is comparable to "Aaa" under such revised rating schedule); and (b) references to the third highest applicable Specific Rating Category shall be, with respect to obligations or investments having a term of one year or longer, to a rating of "Aa2" (or, if Moody's revises its rating schedule from time to time, such rating as Moody's shall advise the Trustee in writing is comparable to "Aa2" under such revised rating schedule). For so long as any of the Notes are rated by Fitch: (a) references to the highest applicable Specific Rating Category shall be, with respect to obligations or investments having a term of less than one year, to a rating of "F-1+" (or, if Fitch revises its rating schedule from time to time, such rating as Fitch shall advise the Trustee in writing is comparable to "F-1+" under such revised rating schedule), and with respect to obligations or investments having a term of one year or longer, to a rating of "AAA" (or, if Fitch revises its rating schedule from time to time, such rating as Fitch shall advise the Trustee in writing is comparable to "AAA" under such revised rating schedule); and (b) references to the third highest applicable Specific Rating Category shall be, with respect to obligations or investments having a term of one year or longer, to a rating of "AA" (or, if Fitch revises its rating schedule from time to time, such rating as Fitch shall advise the Trustee in writing is comparable to "AA" under such revised rating schedule). For so long as any of the Notes are rated by S&P: (a) references to the highest applicable Specific Rating Category shall be, with respect to obligations or investments having a term of less than one year, to a rating of "A-1+" (or, if S&P revises its rating schedule from time to time, such rating as S&P shall advise the Trustee in writing is comparable to "A-1+" under such revised rating schedule), and with respect to obligations or investments having a term of one year or longer, to a rating of "AAA" (or, if S&P revises its rating schedule from time to time, such rating as S&P shall advise the Trustee in writing is comparable to "AAA" under such revised rating schedule); and (b) references to the third highest applicable Specific Rating Category shall be, with respect to obligations or investments having a term of one year or longer, to a rating of "AA" (or, if S&P revises its rating schedule from time to time, such rating as S&P shall advise the Trustee in writing is comparable to "AA" under such revised rating schedule).

"Stated Maturity," when used with respect to any Note or any installment of interest thereon, shall mean the date specified in such Note as the fixed date on which principal of such Note or such installment of interest is due and payable.

"Student Loan" shall mean a loan to a borrower for post-secondary education.

"Student Loan Purchase Agreements" shall mean, collectively, all Corporation Student Loan Purchase Agreements and Transferor Student Loan Purchase Agreements.

"Subordinate Note Interest Trigger" is in effect on any Quarterly Payment Date if, after giving effect to the application of Available Funds on such Quarterly Payment Date pursuant to Section 5.6 hereof (without regard to any adjustments in the application of Available Funds as a result of a Subordinate Note Interest Trigger), the Senior Asset Percentage would be less than 100%.

"Subordinate Notes" shall mean the Series 2005-1B Notes.

"Subordinate Percentage" shall mean, with respect to any Quarterly Payment Date, the percentage equivalent of a fraction, the numerator of which is the Outstanding Principal Amount of the Subordinate Notes as of the end of the related Collection Period and the denominator of which is the Outstanding Principal Amount of all Notes as of the end of the related Collection Period.

"Supplemental Indenture" shall mean any amendment of or supplement to this Indenture made in accordance with Article Nine hereof.

"Three-Month LIBOR" for any Interest Period shall mean a rate of interest equal to the rate per annum at which United States dollar deposits having a maturity of three months are offered to prime banks in the London interbank market which appears on Telerate Page 3750 as of approximately 11:00 a.m., London time, on the related LIBOR Determination Date. If such rate does not appear on Telerate Page 3750, the rate shall be determined on the basis of the rate at which deposits in United States dollars having a maturity of three months are offered to prime banks in the London interbank market by four major banks in the interbank market selected by the Trustee and in a principal amount of not less than U.S. $1,000,000 and that is representative for a single transaction in such market at such time. The Trustee shall request the principal London office of each of such banks to provide a quotation of its rate. If at least two quotations are provided, "Three-Month LIBOR" shall be the arithmetic mean (rounded upwards, if necessary, to the nearest one-hundredth of one percent) of such offered rates. If fewer than two quotations are provided, "Three-Month LIBOR" shall be the arithmetic mean (rounded upwards, if necessary to the nearest one-hundredth of one percent) of the rates quoted at approximately 11:00 a.m., New York City time on such LIBOR Determination Date by three major banks in New York, New York selected by the Trustee for loans in United States dollars to leading European banks having a maturity of three months, and in a principal amount of not less than U.S. $1,000,000; provided, however, that if the banks selected as aforesaid are not quoting as mentioned in this sentence, "Three-Month LIBOR" in effect for such Interest Period shall be Three-Month LIBOR in effect for the immediately preceding Interest Period.

"Total Asset Percentage" means the percentage obtained by dividing (A) the Value of the Trust Estate by (B) the aggregate Principal Amount of Outstanding Notes.

"Transfer Agreement" shall mean each Series 2005-1 Transfer Agreement and any other agreement among the Corporation, the Trustee and a Transferor providing for the sale by the Transferor to the Corporation of Student Loans Financed or to be Financed under this Indenture (which Student Loans have previously been originated on behalf of the Transferor or purchased from one or more Lenders or SLFC pursuant to one or more Student Loan Purchase Agreements), together with all of the Transferor's right, title and interest in and to the related Student Loan Purchase Agreements as they relate to such Student Loans.

"Transferor" shall mean GOAL Funding, GOAL Funding II and any other organization with which the Corporation and the Trustee have entered into a Transfer Agreement, subject to confirmation of ratings on any then Outstanding Notes, as evidenced by written confirmation to the Trustee to that effect from each Rating Agency.

"Transferor Student Loan Purchase Agreements" shall mean, with respect to Financed Student Loans transferred pursuant to a Transfer Agreement, all agreements between the Transferor and a Lender providing for the sale of such Financed Student Loans by such Lender to the Transferor or its agent and substantially in the forms which are on file with the Trustee, including amendments thereto made in accordance with Section 6.15 hereof, lists of which are attached to this Indenture as Exhibit C-2 (as to those Transferor Student Loan Purchase Agreements relating to GOAL Funding) and Exhibit C-3 (as to those Transferor Student Loan Purchase Agreements relating to GOAL Funding II), respectively, as such lists may be amended or supplemented from time to time.

"Trust Accounts" shall mean, in the aggregate, all of the Accounts.

"Trust Estate" shall mean the Trust Estate as described in the Granting Clauses hereof.

"Trust Indenture Act" or "TIA" shall mean the Trust Indenture Act of 1939, as amended, as in force on the date hereof, unless otherwise specifically provided.

"Trustee" shall mean U.S. Bank National Association, as trustee under this Indenture, and its successor or successors and any other corporation which may at any time be substituted in its place pursuant to this Indenture.

"Trustee Fees" shall mean the fees, costs and expenses of the Trustee and any Paying Agents incurred by the Corporation under this Indenture and (as such fees, costs and expenses relate to Financed Student Loans) any Servicing Agreement and any other documents related thereto.

"Value" shall mean, on any calculation date when required under this Indenture, the value of the Trust Estate calculated by the Corporation, in accordance with the following:

(1)         with respect to any Eligible Loan, the Principal Balance thereof, plus any accrued interest and Special Allowance Payments thereon;

(2)         with respect to any funds of the Corporation on deposit in any commercial bank or as to any banker's acceptance or repurchase agreement or investment agreement, the amount thereof plus accrued interest thereon;

(3)         with respect to any Investment Securities of an investment company, the bid price of the shares as reported by the investment company;

(4)         as to other investments, (i) the bid price published by a nationally recognized pricing service, or (ii) if the bid and asked prices thereof are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times ): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination plus accrued interest thereon;

(5)         as to investments the bid prices of which are not published by a nationally recognized pricing service and the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times the lower of the bid prices at such time of determination for such investments by any two nationally recognized government securities dealers (selected by the Corporation in its absolute discretion) at the time making a market in such investments, plus accrued interest thereon; and

(6)         with respect to any Student Loan that does not constitute an Eligible Loan, unless otherwise specifically provided herein, the lesser of (i) the market value thereof, as determined by a nationally recognized evaluator acceptable to the Trustee, and (ii) the Principal Balance thereof, plus any accrued interest thereon.

"Value of Investment Securities" shall mean (i) as to demand bank deposits, bank time deposits which may be withdrawn without penalty by the depositor upon fourteen (14) days' or less notice and Investment Securities which mature not more than six (6) months from the date of computation, the amount of such deposits and the par value of such Investment Securities, and (ii) as to Investment Securities, other than demand bank deposits and bank time deposits described in clause (i), which mature more than six (6) months after the date of computation, the par value thereof or, if purchased at more or less than par, the cost thereof adjusted to reflect the amortization or premium or discount, as the case may be, paid upon their purchase. The computation made under this paragraph shall include accrued interest.

Section 1.2        Definitions of General Terms

. Unless the context shall clearly indicate otherwise, or may otherwise require, in this Indenture the terms "herein," "hereunder," "hereby," "hereto," "hereof" and any similar terms refer to this Indenture as a whole and not to any particular article, section or subdivision hereof.

Unless the context shall clearly indicate otherwise, or may otherwise require, in this Indenture: (i) references to articles, sections and other subdivisions, whether by number or letter or otherwise, are to the respective or corresponding articles, sections or subdivisions of this Indenture as such articles, sections or subdivisions may be amended from time to time; (ii) references to articles, chapters, subchapters and sections of any public law or statute of the United States or any section thereof, are to the respective or corresponding articles, chapters, subchapters, sections and statutes as they may be amended from time to time; (iii) the word "heretofore" means before the date of execution of this Indenture, the word "now" means at the date of execution of this Indenture, and the word "hereafter" means after the date of execution of this Indenture.

Section 1.3        Computations

. Unless the facts shall then be otherwise, all computations required for the purposes of this Indenture shall be made on the assumption that (i) the principal of and interest on all Notes shall be paid as and when the same become due, and (ii) all credits required by this Indenture to be made to any Account shall be made in the amounts and at the times required.

For purposes of computing accrued Special Allowance Payments, the rate of such payments shall be computed based upon the average of the bond equivalent rates of 91-day United States Treasury Bills auctioned, or the commercial paper rates published, during that portion of the then current calendar quarter which ends on the date of determination, or if there have been no such auctions or publications, based upon the rate for the prior calendar quarter.

Section 1.4        Compliance Certificates and Opinions, etc.

(a)         Except as otherwise specifically provided in this Indenture, upon any application or request by the Corporation to the Trustee to take any action under any provision of this Indenture, the Corporation shall furnish to the Trustee (i) a Corporation Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)          a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)         a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)        a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)        a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b)         (i) Prior to the deposit of any property or securities with the Trustee that is to be made the basis for the release of any property subject to the lien created by this Indenture, the Corporation shall, in addition to any obligation imposed in Section 1.4(a) or elsewhere in this Indenture, furnish to the Trustee (1) a Corporation Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Corporation of the property or securities to be so deposited, (2) an opinion of Counsel either stating that, in the opinion of such Counsel, such action has been taken with respect to the recording and filing of this Indenture and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Trustee, for the benefit of the Trustee, created by this Indenture in the property or securities to be so deposited, and reciting the details of such action, or stating that, in the opinion of such Counsel, no such action is necessary to make such lien and security interest effective, and (3) evidence that the Rating Agency Condition has been satisfied.

(ii)         Whenever the Corporation is required to furnish to the Trustee a Corporation Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Corporation shall also deliver to the Trustee an Independent Certificate as to the same matters, if the fair value to the Corporation of the property to be so deposited and of all other such property made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Corporation, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Principal Amount of the Notes, but such a certificate need not be furnished with respect to any property so deposited, if the fair value thereof to the Corporation as set forth in the related Corporation Certificate is less than $25,000 or less than 1% of the Outstanding Principal Amount of the Notes.

(iii)        Other than with respect to any release described in clause (A) or (B) of Section 1.4(b)(v), whenever any property or securities are to be released from the lien created by this Indenture, the Corporation shall also furnish to the Trustee a Corporation Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security created by this Indenture in contravention of the provisions hereof.

(iv)        Whenever the Corporation is required to furnish to the Trustee a Corporation Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Corporation shall also furnish to the Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property or securities (other than property described in clauses (A) or (B) of Section 1.4(b)(v)) released from the lien created by this Indenture since the commencement of the then current fiscal year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Principal Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Corporation Certificate is less than $25,000 or less than one percent of the then Outstanding Principal Amount of the Notes.

(v)         Notwithstanding any other provision of this Section, the Corporation may, without compliance with the other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of Student Loans as and to the extent permitted or required by this Indenture and the Servicing Agreement, and (B) make cash payments out of the Accounts as and to the extent permitted or required by this Indenture.

(c)         In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Corporation may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer or the Corporation, stating that the information with respect to such factual matters is in the possession of the Servicer or the Corporation, unless such Counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Corporation shall deliver any document as a condition of the granting of such application, or as evidence of the Corporation's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Corporation to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VII.

Section 1.5        Evidence of Action by the Corporation

. Except as otherwise specifically provided in this Indenture, any request, direction, command, order, notice, certificate or other instrument of, by or from the Corporation shall be effective and binding upon the Corporation for the purposes of this Indenture if signed by an Authorized Officer.

Section 1.6        Exclusion of Notes Held By or For the Corporation

. In determining whether the Holders of the requisite Principal Amount of Notes Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Corporation shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes which the Trustee knows to be so owned shall be disregarded.

Section 1.7        Exhibits and Schedule

. Attached to and by reference made a part of this Indenture are the following Exhibits:

Exhibit A :          Form of Loan Financing Certificate;

Exhibit B :           Schedule of Initial Portfolio Loans;

Exhibit C-1 :       List of Corporation Student Loan Purchase Agreements; and

Exhibit C-2 :       List of GOAL Funding Student Loan Purchase Agreements; and

Exhibit C-3 :       List of GOAL Funding II Student Loan Purchase Agreements;

Exhibit D :          Form of Updating Certificate.

Attached to and by reference made a part of this Indenture is the following Schedule:

Schedule 1 :        Form of Quarterly Report.

Section 1.8        Incorporation by Reference of Trust Indenture Act

. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

"Commission" means the Securities and Exchange Commission.

"indenture securities" means the Notes.

"indenture security holder" means a Noteholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee.

"obligor" on the indenture securities means the Corporation and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

ARTICLE Two

NOTE FORMS

Section 2.1        Forms Generally

. The Notes and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their signing of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

Section 2.2        Form of Notes

. The Notes shall be in substantially the following form:

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

EDUCATION LOANS INCORPORATED
STUDENT LOAN ASSET-BACKED NOTE
[SENIOR] [SUBORDINATE] SERIES 2005-1[A1][A2][A3][B]

No. R__________        $

REGISTERED HOLDER:

PRINCIPAL AMOUNT:

FOR VALUE RECEIVED, EDUCATION LOANS INCORPORATED, a corporation organized under the laws of the State of Delaware (the "Corporation," which term includes any successor corporation under the Indenture hereinafter referred to), acknowledges itself indebted and hereby promises to pay to the registered holder specified above, or registered assigns (the "Registered Holder"), but solely from the revenues and receipts hereinafter specified and not otherwise, the Principal Amount specified above on the Stated Maturity Date specified above (subject to the right of prior redemption hereinafter mentioned), upon presentation and surrender of this Note at the Principal Office (as defined in the Indenture) of the Trustee hereinafter referred to or, at the option of the Registered Holder hereof, at the Principal Office of any duly appointed Paying Agent, and to pay, from the source and in the manner hereinafter provided, interest on said principal sum to the Registered Holder hereof from the date hereof until the payment of said principal sum in full, payable on the twenty-fifth day (or, if such twenty-fifth day is not a Business Day, the next succeeding Business Day) of each March, June, September and December, commencing September 26, 2005 (each, a "Quarterly Payment Date"), at a rate per annum equal to: (a) for the Initial Interest Period, the Initial Interest Rate, and (b) for each Interest Period thereafter, Three-Month LIBOR for such Interest Period plus [_____]%, and at the same rate per annum (to the extent that the payment of such interest shall be legally enforceable) on overdue installments of interest. Payment of interest on and principal of this Note on each Quarterly Payment Date shall be made by check or draft mailed to the Person who is the Registered Holder hereof as of 5:00 p.m. in the city in which the Principal Office of the Note Registrar is located on the Business Day (as defined in the Indenture) immediately preceding such Quarterly Payment Date (the "Record Date"), at the address of such Registered Holder as it appears on the Note Register maintained by the Note Registrar; provided that, if the Registered Holder of this Note is the Registered Holder of Notes in the aggregate Principal Amount of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Notes is outstanding, the Registered Holder of all outstanding Notes), at the direction of such Registered Holder such principal and interest shall be payable by electronic transfer by the Trustee in immediately available funds to an account designated by such Registered Holder. In addition, interest on this Note is payable at the maturity hereof in the same manner as the principal hereof, unless the date of such maturity is a regularly scheduled Quarterly Payment Date, in which event interest is payable in the manner set forth in the preceding sentence. Any interest not so timely paid or duly provided for shall cease to be payable to the Person who is the Registered Holder hereof at the close of business on the Record Date and shall be payable to the Person who is the Registered Holder hereof at the close of business on a special record date for the payment of any such defaulted interest. Such special record date shall be fixed by the Trustee whenever moneys become available for payment of the defaulted interest, and notice of the special record date shall be given to the Registered Holder hereof not less than ten days prior thereto by first-class mail to such Registered Holder as shown on the Note Register on a date selected by the Trustee, stating the date of the special record date and the date fixed for the payment of such defaulted interest. The principal of and interest on this Note are payable in lawful money of the United States of America.

This Note is one of an authorized issue of Notes (hereinafter called the "Notes"), issued by the Corporation pursuant to an Indenture of Trust, dated as of June 1, 2005 (the "Indenture"), between the Corporation and U.S. Bank National Association, Minneapolis, Minnesota, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture). As provided in the Indenture, the Notes have been issued in four series. This Note is one of a series issued in an aggregate Principal Amount of $____________ (the "Series 2005-1[A1][A2][A3][B1] Notes"). The Series 2005-1[A1][A2][A3][B] Notes are issued simultaneously with [two other][three] series of senior notes issued in the aggregate principal amount of $__________ (together with the Series 2005-1[A1][A2][A3] Notes, collectively referred to herein as the "Senior Notes"[), and a series of subordinate notes issued in the aggregate principal amount of $45,000,000 (the "Subordinate Notes"]). The proceeds of the Notes will be used by the Corporation for the purpose of providing funds for (a) the origination, acquisition or refinancing of, and administration by the Corporation of, Eligible Loans, (b) the payment of interest due on the Notes, (c) the funding of the Reserve Account, and (d) other corporate purposes of the Corporation.

Reference is hereby made to the Indenture, copies of which are on file in the principal corporate trust office of the Trustee, and to all of the provisions of which any Registered Holder of this Note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the various series of Notes secured thereunder; the revenues and other moneys pledged to the payment of the principal of and interest on the Notes; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Holders of the Notes; the rights and remedies of the Registered Holder hereof with respect hereto and thereto, including the limitations upon the right of a Registered Holder hereof to institute any suit, action or proceeding in equity or at law with respect hereto and thereto; the rights, duties and obligations of the Corporation and the Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Indenture, or be deemed to be Outstanding (as defined in the Indenture) thereunder; and for the other terms and provisions thereof.

The Notes are limited obligations of the Corporation, payable solely from the revenues and assets of the Corporation pledged therefor under the Indenture, including certain notes evidencing Student Loans and the proceeds of the Corporation's bonds, notes or other evidences of indebtedness, if any, issued with respect to the Notes.

As used in this Note:

(a)         "Initial Interest Rate" means, with respect to the 2005-1[A1][A2][A3][B] Notes, a rate of interest per annum equal to [____]% per annum.

(b)         "Three-Month LIBOR," for any Interest Period, shall mean a rate of interest equal to the rate per annum at which United States dollar deposits having a maturity of three months, as applicable, are offered to prime banks in the London interbank market which appears on Telerate Page 3750 as of approximately 11:00 a.m., London time, on the related LIBOR Determination Date. If such rate does not appear on Telerate Page 3750, the rate shall be determined on the basis of the rate at which deposits in United States dollars having a maturity of three months are offered to prime banks in the London interbank market by four major banks in the interbank market selected by the Trustee and in a principal amount of not less than U.S. $1,000,000 and that is representative for a single transaction in such market at such time. The Trustee shall request the principal London office of each of such banks to provide a quotation of its rate. If at least two quotations are provided, "Three-Month LIBOR" shall be the arithmetic mean (rounded upwards, if necessary, to the nearest one-hundredth of one percent) of such offered rates. If fewer than two quotations are provided, "Three-Month LIBOR" shall be the arithmetic mean (rounded upwards, if necessary to the nearest one-hundredth of one percent) of the rates quoted at approximately 11:00 a.m., New York City time on such LIBOR Determination Date by three major banks in New York, New York selected by the Trustee for loans in United States dollars to leading European banks having a maturity of three months, and in a principal amount of not less than U.S. $1,000,000; provided, however, that if the banks selected as aforesaid are not quoting as mentioned in this sentence, "Three-Month LIBOR" in effect for such Interest Period shall be Three-Month LIBOR in effect for the immediately preceding Interest Period.

(c)         "Telerate Page 3750" means the display page so designated on the Bridge Telerate Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices) or such comparable page on a comparable service.

(d)         "LIBOR Determination Date" means, with respect to each Interest Period (other than the Initial Interest Period), the second LIBOR Business Day prior to the commencement of such Interest Period.

Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder will not at any time institute against the Corporation, or join in any institution against the Corporation, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Servicing Agreement.

The Corporation has structured the Indenture and the Notes with the intention that the Notes will qualify under applicable federal, state, local and foreign tax law as indebtedness of the Corporation secured by the Trust Estate. The Corporation, the Trustee, the Servicer and each Noteholder agree to treat and to take no action inconsistent with the treatment of the Notes as such indebtedness for purposes of federal, state, local and foreign income or franchise taxes and any other tax imposed on or measured by income. Each Noteholder, by acceptance of its Note, agrees to be bound by the provisions of this paragraph. Each Noteholder agrees that it will cause any Person acquiring an interest in a Note through it to comply with the Indenture as to treatment as indebtedness under applicable tax law, as described in this paragraph.

[The Subordinate Notes are subordinated in right of payment, the direction of remedies and certain other matters in accordance with the terms of the Indenture to the rights of Senior Notes thereunder. A failure to pay principal of or interest on this Note will not constitute an Event of Default under the Indenture if any Senior Note is Outstanding (each as defined in the Indenture).]

All outstanding Notes are subject to redemption in whole, at the option of the Corporation, on any Quarterly Payment Date after the aggregate principal balance of the Financed Student Loans is less than 10% of the aggregate principal balance of the Financed Student Loans acquired on the Date of Original Issue and during the period thereafter prior to the end of the pre-funding period provided for in the Indenture. The Redemption Price shall be 100% of the principal amount of Notes so redeemed, plus accrued interest to the Redemption Date, and without premium. Notice of redemption shall be given by first-class mail mailed not less than five Business Days before the Redemption Date to each Registered Holder of Notes at the last address appearing on the Note Register; but no defect in or failure to give such notice of redemption shall affect the validity of proceedings for redemption of the Notes. All Notes shall cease to bear interest on such Quarterly Payment Date, provided funds for their redemption have been duly deposited under the Indenture, and, except for the purpose of payment, shall no longer be protected by the Indenture and shall not be deemed Outstanding thereunder.

If provision is made for the payment of principal of and interest on this Note in accordance with the Indenture, this Note shall no longer be deemed Outstanding under the Indenture, shall cease to be entitled to the benefits of the Indenture and shall thereafter be payable solely from the funds provided for such payment.

If an Event of Default shall occur, the principal of all the Outstanding Notes may and, under certain circumstances, shall be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Corporation and the rights of the Holders of the Notes under the Indenture at any time by the Corporation with, among other things, the consent of the Holders of two-thirds of the aggregate Principal Amount of Senior Notes at the time Outstanding, if affected thereby, and with the consent of the Holders of two-thirds of the aggregate Principal Amount of Subordinate Notes at the time Outstanding, if affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate Principal Amount of the Senior Notes at the time Outstanding or, if no Senior Notes are Outstanding, the Holders of specified percentages in aggregate Principal Amount of the Subordinate Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Registered Holder of this Note and upon all future Registered Holders hereof and of any Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

This Note is transferable by the Registered Holder hereof upon surrender of this Note for transfer at the Principal Office of the Note Registrar (which shall be the Trustee), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Note Registrar and executed by the Registered Holder hereof or his attorney duly authorized in writing, with signature guarantees satisfactory to the Note Registrar. This Note may also be exchanged for one or more other Notes of the same series and Stated Maturity upon surrender hereof at the Principal Office of the Note Registrar. Thereupon the Corporation shall execute and the Trustee shall authenticate and deliver, in exchange for this Note, one or more new fully registered Notes in the name of the transferee, of an authorized denomination, in aggregate Principal Amount equal to the Principal Amount of this Note, of the same series and Stated Maturity and bearing interest at the same rate.

The Corporation may require payment by the Registered Holder hereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Note, other than certain exchanges specifically exempted under the Indenture and not involving any transfer.

The Corporation, the Trustee, each Paying Agent, the Note Registrar and any other agent of the Corporation may treat the Person in whose name this Note is registered on the Note Register as the absolute owner hereof for all purposes, whether or not this Note is overdue, and neither the Corporation, the Trustee, any Paying Agent, the Note Registrar nor any other such agent shall be affected by notice to the contrary.

By purchasing the Notes, each purchaser of the Notes must agree and shall be deemed by such purchase to have agreed to treat the Notes as debt instruments for income tax purposes.

IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND DECLARED that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Note have happened, do exist, and have been performed in regular and due time, form and manner as so required.

 

This Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee by the manual signature of one of its authorized representatives.

IN WITNESS WHEREOF, the Corporation has caused this Note to be executed in its name by the facsimile signatures of its President and Secretary.

EDUCATION LOANS INCORPORATED

 

           

            President

 

           

            Secretary

Dated:

CERTIFICATE OF AUTHENTICATION

This Note is one of the Notes of the series designated therein and issued under the provisions of the within-mentioned Indenture.

U.S. BANK NATIONAL

ASSOCIATION, as Trustee

By:      

            Authorized Representative

           

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ________________________ the within Note and irrevocably appoints ____________________________, attorney-in-fact, to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated _______________________

PLEASE INSERT SOCIAL SECURITY          ___________________________
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

NOTICE: The signature to this
assignment must correspond with the name as it appears upon the face of the

____________________________             within Note in every particular,
without any alteration whatsoever.

SIGNATURE GUARANTEED:

ARTICLE Three

THE NOTES

Section 3.1        Authorization and Terms of Notes

. There is hereby created and there shall be an issue of Notes consisting of (a) a series of senior notes entitled "Student Loan Asset-Backed Notes, Senior Series 2005-1A1," (b) a series of senior notes entitled "Student Loan Asset-Backed Notes, Senior Series 2005-1A2," (c) a series of senior notes entitled "Student Loan Asset-Backed Notes, Senior Series 2005-1A3," and (d) a series of subordinate notes entitled "Student Loan Asset-Backed Notes, Subordinate Series 2005-1B."

The Notes of each series shall be issued in the following respective original principal amounts:

The Notes shall mature, be subject to redemption and bear interest as provided in this Article Three and Article Four.

Section 3.2        Purposes for Issuance

. The Notes are being issued to provide funds to be used to (a) acquire student loan notes incurred under the Higher Education Act, (b) fund the Reserve Account, and (c) other corporate purposes of the Corporation.

Section 3.3        Application of Proceeds

. On the Closing Date, the Trustee shall apply the proceeds received by it for the account of the Corporation from the sale of the Notes as follows:

(a)         for credit to the Reserve Account, an amount equal to $7,500,000;

(b)         to the Corporation, an amount equal to $1,125,000, in respect of the payment of costs of issuance of the Notes; and

(c)         for credit to the Acquisition Account, the remainder, to be applied for the acquisition of Eligible Loans as follows: (1) on the Closing Date, $717,184,135.77 shall be applied to the purchase of Eligible Loans from GOAL Funding and GOAL Funding II pursuant to the Series 2005-1 Transfer Agreements (which Eligible Loans were purchased by GOAL Funding pursuant to the Student Loan Purchase Agreements identified in Exhibit C-2 hereto, or purchased by GOAL Funding II pursuant to the Student Loan Purchase Agreements identified in Exhibit C-3 hereto), and (2) thereafter, the balance of the proceeds of the Notes shall be applied to the purchase of Eligible Loans pursuant to the Student Loan Purchase Agreement identified in Exhibit C-1 hereto (as such Exhibit C-1 may be amended or supplemented from time to time) or to additional disbursements on the Eligible Loans purchased pursuant to the preceding clause (1).

Section 3.4        Source of Payment; Limited Obligations

. The Notes, including the principal thereof and interest thereon, are limited obligations of the Corporation, payable solely from the revenues and assets of the Corporation pledged therefor under this Indenture.

In the event a default occurs in the due and punctual payment of any interest on any Note, interest shall be payable thereon to the extent permitted by law on the overdue installment of interest, at the interest rate borne by the Note in respect of which such interest is overdue.

Section 3.5        Manner of Payment of Principal and Interest

. The Principal Amount of each Note due on the Stated Maturity Date thereof shall be payable upon presentation and surrender of the Note at the Principal Office of the Trustee or, at the option of the Holder thereof, at the Principal Office of any duly appointed Paying Agent. Payment of interest on and principal of the Notes on each Quarterly Payment Date shall be made by check or draft mailed to the Person who is the Holder thereof as of 5:00 p.m. in the city in which the Principal Office of the Note Registrar is located on the Record Date relating thereto, at the address of such Holder as it appears on the Note Register; provided that, if the Holder of a Note is the Holder of Notes in the aggregate Principal Amount of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Notes is outstanding, the Holder of all outstanding Notes), at the direction of such Holder such principal and interest shall be payable by electronic transfer by the Trustee in immediately available funds to an account designated by such Holder. In addition, interest on the Notes is payable at the maturity thereof in the same manner as the principal thereof, unless the date of such maturity is a Quarterly Payment Date, in which event interest is payable in the manner set forth in the preceding sentence. Any interest not so timely paid or duly provided for shall cease to be payable to the Person who is the Holder of the Notes at the close of business on the Record Date and shall be payable to the Person who is the Holder thereof at the close of business on a special record date for the payment of any such defaulted interest. Such special record date shall be fixed by the Trustee whenever moneys become available for payment of the defaulted interest, and notice of the special record date shall be given to the Holders of the Notes not less than ten days prior thereto by first-class mail to such Holder as shown on the Note Register on a date selected by the Trustee, stating the date of the special record date and the date fixed for the payment of such defaulted interest. The principal of and interest on the Notes shall be payable in lawful money of the United States of America.

Section 3.6        Form and Denominations

. The Notes shall be issued in substantially the form set forth in Article Two hereof. The Notes of each series may be issuable as fully registered Notes only, of single Stated Maturities.

The Notes of each series shall be in the minimum denomination of $200,000 in original Principal Amount or any multiple of $1,000 in excess thereof.

Section 3.7        Execution, Authentication and Delivery

. The Notes shall be executed on behalf of the Corporation by the president or any vice president of the Corporation and attested by the secretary or an assistant secretary of the Corporation, either or both of which signatures may be facsimiles.

Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

At any time and from time to time after the execution and delivery of this Indenture, the Corporation may deliver Notes executed by the Corporation to the Trustee for authentication; and, upon Corporation Order, the Trustee shall authenticate and deliver such Notes as in this Indenture provided and not otherwise.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Article Two hereof executed by the Trustee by manual signature of one of its authorized officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 3.8        Book-Entry

. The registered Holder of all Notes shall be the Securities Depository and the Notes shall be registered in the name of the nominee for the Securities Depository. The "Notes" referred to in this Section 3.8 shall refer to the Notes registered in the name of the Securities Depository.

The Notes shall be initially issued in the form of separate, single, authenticated fully-registered Notes for each series thereof in the amount of such series. Upon initial issuance, the ownership of each such Note shall be registered in the registration books kept by the Note Registrar in the name of the nominee of the Securities Depository. The Trustee and the Corporation may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Notes registered in its name for the purposes of (1) payment of the principal or Redemption Price of or interest on the Notes, (2) giving any notice permitted or required to be given to Holders under the Indenture, (3) registering the transfer of Notes, and (4) obtaining any consent or other action to be taken by Holders and for all other purposes whatsoever, and neither the Trustee nor the Corporation shall be affected by any notice to the contrary (except as provided in subsection (c) below). Neither the Trustee nor the Corporation shall have any responsibility or obligation to any Participant, any Beneficial Owner or any other Person claiming a beneficial ownership interest in the Notes under or through the Securities Depository or any Participant, or any other Person which is not shown on the registration books of the Note Registrar as being a Holder, with respect to the accuracy of any records maintained by the Securities Depository or any Participant, the payment to the Securities Depository of any amount in respect of the principal or Redemption Price of or interest on the Notes; any notice which is permitted or required to be given to Holders under the Indenture; or any consent given or other action taken by the Securities Depository as Holder. The Trustee shall pay all principal and Redemption Price of and interest on the Notes only "to or upon the order of" the Securities Depository (as that phrase is used in the Uniform Commercial Code as adopted in the State of South Dakota), and all such payments shall be valid and effective to fully satisfy and discharge the Corporation's obligations with respect to the principal or Redemption Price of or interest on the Notes to the extent of the sum or sums so paid. Except as provided in the paragraph below, no Person other than the Securities Depository shall receive an authenticated Note evidencing the obligation of the Corporation to make payments of principal or Redemption Price and interest pursuant to this Indenture. Upon delivery by the Securities Depository to the Trustee of written notice to the effect that the Securities Depository has determined to substitute a new nominee in place of the preceding nominee, the Notes will be transferable to such new nominee in accordance with the penultimate paragraph of this Section 3.8.

In the event the Corporation determines that it is in the best interest of the Corporation not to continue the book-entry system of transfer or that the interest of the Holders might be adversely affected if the book-entry system of transfer is continued, the Corporation may so notify the Securities Depository and the Trustee, whereupon the Securities Depository will notify the Participants of the availability through the Securities Depository of definitive Notes. In such event, the Trustee shall authenticate, transfer and exchange definitive Notes as requested by the Securities Depository in appropriate amounts in accordance with the penultimate paragraph of this Section 3.8. The Securities Depository may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect thereto under applicable law, or the Corporation may determine that the Securities Depository is incapable of discharging its responsibilities and may so advise the Securities Depository. In either such event, the Corporation shall either establish its own book-entry system or use reasonable efforts to locate another securities depository. Under such circumstances (if there is no successor Securities Depository), the Corporation and the Trustee shall be obligated to deliver definitive Notes as described in this Indenture and in accordance with the penultimate paragraph of this Section 3.8. In the event definitive Notes are issued, the provisions of this Indenture shall apply to such definitive Notes in all respects, including, among other things, the transfer and exchange of such Notes and the method of payment of principal or Redemption Price of and interest on such Notes. Whenever the Securities Depository requests the Corporation and the Trustee to do so, the Trustee and the Corporation will cooperate with the Securities Depository in taking appropriate action after reasonable notice (A) to make available one or more separate definitive Notes to any Participant having Notes credited to its account with the Securities Depository or (B) to arrange for another securities depository to maintain custody of definitive Notes.

Notwithstanding any other provision of the Indenture to the contrary, so long as any Note is registered in the name of the nominee of the Securities Depository, all payments with respect to the principal or Redemption Price of and interest on such Note and all notices with respect to such Note shall be made and given, respectively, to the Securities Depository as provided in its letter of representations.

In connection with any notice or other communication to be provided to Holders pursuant to the Indenture by the Corporation or the Trustee or with respect to any consent or other action to be taken by Holders, the Corporation or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. Such notice to the Securities Depository shall be given only when the Securities Depository is the sole Holder.

In the event that any transfer or exchange of Notes is permitted under the second or third paragraph of this Section 3.8, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered Holder thereof of the Notes to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of this Indenture. In the event definitive Notes are issued to Holders other than the nominee of the Securities Depository, or another securities depository as Holder of all the Notes, the provisions of this Indenture shall also apply to, among other things, the printing of such definitive Notes and the methods of payment of principal or Redemption Price of and interest on such Notes.

Notwithstanding any provision of Article Four of this Indenture to the contrary, in connection with any redemption of Notes while The Depository Trust Company, New York, New York ("DTC"), is the sole Holder, the Corporation shall give notice of such redemption to the Trustee at least thirty (30) days prior to the date fixed for redemption with respect to the Notes, and the Trustee shall give notice of redemption to DTC as Holder of such Notes pursuant to Section 4.4 of this Indenture at least fifteen (15) days and not more than thirty (30) days prior to the date fixed for redemption of Notes.

Section 3.9        Temporary Notes

. Pending the preparation of definitive Notes, the Corporation may execute and, upon Corporation Order, the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued, in fully registered form, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Corporation executing such Notes may determine, as evidenced by their signing of such Notes.

If temporary Notes are issued, the Corporation will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the Principal Office of the Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Principal Amount of definitive Notes of the same series and Stated Maturity of authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

Section 3.10      Registration, Transfer and Exchange

. The Corporation shall cause to be kept at the Principal Office of the Note Registrar a Note Register in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration of Notes and of transfers of Notes as herein provided. The Trustee shall be Note Registrar for the purpose of registering Notes and transfer of Notes as herein provided. At reasonable times and under reasonable regulations established by the Note Registrar, the Note Register may be inspected and copied by the Corporation or by the Holders (or a designated representative thereof) of ten percent (10%) or more in Principal Amount of Notes then Outstanding.

The Trustee shall adhere, with respect to transfer of Notes, to the standards for efficiency in transfer agent performance established in Securities and Exchange Commission Rules 17Ad-2 through 17Ad-7 under the Securities Exchange Act of 1934, most particularly Rule 17Ad-2, which requires that registered transfer agents process at least ninety percent (90%) of routine items (such as certificates presented for transfer) received during any month within three (3) business days of their receipt.

Upon surrender for transfer or exchange of any Note at the Principal Office of the Note Registrar, the Corporation shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, or in exchange for the Note surrendered, one or more new fully registered Notes of any authorized denomination or denominations, of like aggregate Principal Amount, of the same series, having the same Stated Maturity and interest rate and bearing numbers not previously assigned.

All Notes executed, delivered and authenticated pursuant to the preceding paragraph shall be registered in the name of the Holder presenting the Note for exchange or the designated transferee, as the case may be, on the Note Register on the date of such transfer or exchange.

All Notes surrendered upon any exchange or transfer provided for in this Indenture shall be promptly canceled by the Trustee upon receipt thereof from the Note Registrar, and thereafter disposed of as directed by Corporation Order.

All Notes issued upon any transfer or exchange of Notes, whether or not surrendered, shall be the valid obligations of the Corpo