TRANSFER
AGREEMENT
from
GOAL FUNDING II,
INC.
and
U.S. BANK NATIONAL
ASSOCIATION,
as Goal Funding II Trustee
to
U.S. BANK NATIONAL
ASSOCIATION,
as Note Trustee
and
EDUCATION LOANS
INCORPORATED
Dated as of June 1,
2005
GOAL FUNDING II, INC., a Delaware corporation ("GOAL Funding
II"), and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, as indenture trustee and eligible lender trustee (the
"GOAL Funding II Trustee" and, together with GOAL Funding II, the
"Transferors") under the Indenture, dated as of January 30, 2003
(as amended, the "GOAL Funding II Indenture"), among GOAL Funding
II, Citicorp North America, Inc., as agent, the financial
institutions named therein, as lenders, Student Loan Finance
Corporation ("SLFC"), as master servicer, and the GOAL Funding II
Trustee, in consideration of the payment to the Transferors of
$638,863,671.98 (which amount is equal to the outstanding principal
balance of such Assigned Student Loans (as hereinafter defined),
plus accrued and unpaid interest and Special Allowance Payments
thereon, as of the effective date of this Agreement), receipt of
which is hereby acknowledged, hereby (a) assign, transfer and
convey, subject to the following paragraph, to U.S. BANK NATIONAL
ASSOCIATION, as trustee (the "Note Trustee") under the Indenture of
Trust, dated as of June 1, 2005 (as amended and supplemented, the
"Note Indenture"), between Education Loans Incorporated, a Delaware
corporation (the "Corporation"), and the Note Trustee, and to the
Corporation, as their interests may appear, without recourse, all
right, title and interest in, to and under, and (b) in the case of
the GOAL Funding II Trustee, releases all right, interest, lien or
claim of any kind that the GOAL Funding II Trustee may have under
the GOAL Funding II Indenture with respect to: (1) each of the
Student Loans (as defined in the Note Indenture), including any
evidences of indebtedness and all related documentation, identified
in the list attached hereto as Exhibit A (the "Assigned Student
Loans"), and by this reference made a part hereof, each of which
was acquired with moneys available therefor under the GOAL Funding
II Indenture, either through the origination thereof on behalf of
GOAL Funding II or through the purchase thereof by or behalf of
GOAL Funding II pursuant to the Student Loan Purchase Agreements
identified in the list attached hereto as Exhibit B (the "Student
Loan Purchase Agreements"), together with accrued and unpaid
borrower interest, federal interest subsidy payments and Special
Allowance Payments thereon, (2) the Student Loan Purchase
Agreements, to the extent they relate to the Assigned Student
Loans, (3) all rights and remedies of the Transferors under all of
the foregoing, including the right to enforce the same in the same
manner and to the same extent as the Transferors might do but for
the execution and delivery of this Transfer Agreement, and (4) all
proceeds of any of the foregoing.
It is hereby acknowledged that the foregoing transfer and
