TRANSFER
AGREEMENT
from
GOAL FUNDING,
INC.
and
U.S. BANK NATIONAL
ASSOCIATION,
as GOAL Funding Trustee
to
U.S. BANK NATIONAL
ASSOCIATION,
as Note Trustee
and
EDUCATION LOANS
INCORPORATED
Dated as of June 1,
2005
GOAL FUNDING, INC., a Delaware corporation ("GOAL Funding"), and
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
indenture trustee and eligible lender trustee (the "GOAL Funding
Trustee" and, together with GOAL Funding, the "Transferors") under
the Indenture, dated as of November 26, 2002 (as amended, the "GOAL
Funding Indenture"), among GOAL Funding, Citicorp North America,
Inc., as agent, the financial institutions named therein, as
lenders, Ambac Assurance Corporation, as insurer, Student Loan
Finance Corporation ("SLFC"), as master servicer, and the GOAL
Funding Trustee, in consideration of the payment to the Transferors
of $78,320,463.79 (which amount is equal to the outstanding
principal balance of such Assigned Student Loans (as hereinafter
defined), plus accrued and unpaid interest and Special Allowance
Payments thereon, as of the effective date of this Agreement),
receipt of which is hereby acknowledged, hereby (a) assign,
transfer and convey, subject to the 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 Trustee, releases
all right, interest, lien or claim of any kind that the GOAL
Funding Trustee may have under the GOAL Funding 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 Indenture, either through the origination
thereof on behalf of GOAL Funding or through the purchase thereof
by or behalf of GOAL Funding 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 an
