8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 12, 2004

EDUCATION FUNDING CAPITAL I, LLC

(DEPOSITOR)

EDUCATION FUNDING CAPITAL TRUST-IV

(ISSUER)

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-111959	27-0046437
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
	Six East Fourth Street Suite 310-A Cincinnati, Ohio 45202
	(Address of Principal Executive Offices)

Registrant’s Telephone Number: (866) 300-8112

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Exhibit Index appears on Page 4

Item 5.    Other Events and Regulation FD Disclosure.

Issuance by Education Funding Capital Trust-IV of $1,000,000,000 Education Loan Backed Notes.

On January 16, 2004, the Depositor filed with the Securities and Exchange Commission a registration statement on Form S-3 registering $2,000,000,000 Education Loan Backed Notes to be offered on a delayed basis. The Securities and Exchange Commission assigned file number 333-111959 to that registration.

Effective as of April 2, 2004, U.S. Bank National Association (the “Co-Owner Trustee”) and Wilmington Trust Company (the “Owner Trustee”) executed and filed with the Delaware Secretary of State the Certificate of Trust of Education Funding Capital Trust-IV, thereby forming Education Funding Capital Trust-IV (the “Trust”) as a Delaware statutory trust. In connection therewith, Education Funding Capital I, LLC (the “Depositor”), the Co-Owner Trustee and the Owner Trustee executed and delivered the Trust Agreement dated as of April 2, 2004 (the “Original Trust Agreement”).

On May 3, 2004, the Underwriting Agreement dated May 3, 2004 (the “Underwriting Agreement”) regarding the Notes was executed and delivered by Citigroup Global Markets Inc., for itself and as representative of the underwriters named therein, RBC Dain Rauscher and Fifth Third Securities, Inc., Education Lending Group, Inc. (the “Seller”), Education Lending Services, Inc. (“ELS”), the Depositor and the Trust.

On May 5, 2004, the Depositor filed with the Securities and Exchange Commission a final Prospectus Supplement dated May 5, 2004 regarding the issuance of the Notes.

In connection with the issuance of the Notes, the following agreements were executed and delivered by the respective parties thereto: (a) the Amended and Restated Trust Agreement dated as of May 1, 2004 (the “Amended and Restated Trust Agreement”) among the Depositor, the Owner Trustee, the Co-Owner Trustee, and Fifth Third Bank, as eligible lender trustee on behalf of the Trust (the “Trust Eligible Lender Trustee”); (b) the Seller Transfer and Sale Agreement dated as of May 1, 2004 (the “Seller Transfer and Sale Agreement”) among the Seller, the Depositor, Fifth Third Bank, as eligible lender trustee on behalf of the Seller (the “Seller Eligible Lender Trustee”), and Fifth Third Bank, as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”); (c) the Depositor Transfer and Sale Agreement dated as of May 1, 2004 (the “Depositor Transfer and Sale Agreement”) among the Depositor, the Trust, the Depositor Eligible Lender Trustee, and the Trust Eligible Lender Trustee; (d) the Indenture of Trust dated as of May 1, 2004 (the “Indenture”) among the Trust, U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) and the Trust Eligible Lender Trustee; (e) the First Supplemental Indenture of Trust dated as of May 1, 2004 (the “First Supplemental Indenture”) among the Trust, the Indenture Trustee and the Trust Eligible Lender Trustee; (f) the Master Servicing Agreement dated as of May 1, 2004 (the “Master Servicing Agreement”) among ELS, as master servicer (the “Master Servicer”), the Trust, the Indenture Trustee and the Trust Eligible Lender Trustee; (g) the Administration Agreement dated as of May 1, 2004 (the “Depositor Administration Agreement”) between ELS and the Depositor; (h) the Administration Agreement dated as of May 1, 2004 (the “Trust Administration Agreement”) between ELS and the Trust; (i) the Auction Agent Agreement dated as of May 1, 2004 (the “Auction Agent Agreement”) among the Trust, the Indenture Trustee and Deutsche Bank Trust Company Americas, as auction agent (the “Auction Agent”); (j) the Market Agent Agreement dated as of May 1, 2004 (the “Market Agent Agreement”) among Citigroup Global Markets Inc., as market agent, the Trust and the Indenture Trustee; and (k) the Broker-Dealer Agreement dated as of May 1, 2004 (the “Broker-Dealer Agreement”) between Citigroup Global Markets Inc. and the Auction Agent.

On May 12, 2004, the Trust issued $1,000,000,000 Education Loan Backed Notes.

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Exhibit Index appears on Page 4

Item 7.    Financial Statements and Exhibits

(c)  Exhibits

Exhibit No.	Description of Document
1.1	Underwriting Agreement
3.1	Original Trust Agreement
3.2	Amended and Restated Trust Agreement
4.1	Indenture of Trust
4.2	First Supplemental Indenture of Trust
5.1	Opinion of Thompson Hine LLP with respect to legality
8.1	Opinion of Squire, Sanders & Dempsey L.L.P. with respect to federal tax matters
99.1	Master Servicing Agreement
99.2	Seller Transfer and Sale Agreement
99.3	Depositor Transfer and Sale Agreement
99.4	Depositor Administration Agreement
99.5	Trust Administration Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of San Diego, State of California, on May 25, 2004.

EDUCATION FUNDING CAPITAL I, LLC
By:	/s/    DOUGLAS L. FEIST
	Douglas L. Feist, Executive Vice President and Secretary

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Exhibit Index appears on Page 4

EXHIBIT INDEX

Exhibit No.	Description of Document
1.1	Underwriting Agreement
3.1	Original Trust Agreement
3.2	Amended and Restated Trust Agreement
4.1	Indenture of Trust
4.2	First Supplemental Indenture of Trust
5.1	Opinion of Thompson Hine LLP with respect to legality
8.1	Opinion of Squire, Sanders & Dempsey L.L.P. with respect to federal tax matters
99.1	Master Servicing Agreement
99.2	Seller Transfer and Sale Agreement
99.3	Depositor Transfer and Sale Agreement
99.4	Depositor Administration Agreement
99.5	Trust Administration Agreement

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EX-1.1

EXHIBIT 1.1

EDUCATION FUNDING CAPITAL TRUST-IV

$1,000,000,000 EDUCATION LOAN BACKED NOTES

SERIES A&B

UNDERWRITING AGREEMENT

Citigroup Global Markets Inc.
as Representative of the Underwriters named herein May 3, 2004

Ladies and Gentlemen:

Education Lending Services, Inc. (“ELS”), a Delaware corporation, as administrator of the business activities of the Depositor (as defined below), has caused the Depositor to form a statutory trust under the laws of the State of Delaware known as Education Funding Capital Trust-IV (the “Trust”), to which the Depositor has and will transfer Student Loans, and ELS proposes to cause the Trust to sell to Citigroup Global Markets Inc. (the “Representative”), RBC Dain Rauscher and Fifth Third Securities, Inc. (collectively with the Representative, the “Underwriters”, and each individually, an “Underwriter”), pursuant to the terms of this Underwriting Agreement (this “Agreement”), Education Loan Backed Notes in the following Series and initial principal amounts: $170,000,000 Education Loan Backed Notes, Series 2004A-1 (the “Series A-1 Notes”), $390,000,000 Education Loan Backed Notes, Series 2004A-2 (the “Series A-2 Notes”), $100,000,000 Education Loan Backed Notes, Series 2004A-3 (the “Series A-3 Notes”), $100,000,000 Education Loan Backed Notes, Series 2004A-4 (the “Series A-4 Notes”), $100,000,000 Education Loan Backed Notes, Series 2004A-5 (the “Series A-5 Notes”) and $90,000,000 Education Loan Backed Notes, Series 2004A-6 (the “Series A-6 Notes” and together with the Series A-1 Notes, the Series A-2 Notes, the Series A-3 Notes, the Series A-4 Notes and the Series A-5 Notes, the “Series A Notes”), and $50,000,000 Education Loan Backed Notes, Series 2004B-1 (the “Series B Notes” and together with the Series A Notes, the “Notes”).

Education Funding Capital I, LLC (the “Depositor”), a Delaware limited liability company, will acquire a pool of Student Loans from Education Lending Group, Inc. (the “Seller”) pursuant to the Seller Transfer and Sale Agreement dated as of May 1, 2004 (the “Seller Transfer and Sale Agreement”) among the Seller, the Depositor, Fifth Third Bank, as eligible lender trustee on behalf of the Seller (the “Seller Eligible Lender Trustee”), and Fifth Third Bank, as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”), which pool of Student Loans the Depositor will transfer to the Trust pursuant to the Depositor Transfer and Sale Agreement dated as of May 1, 2004 (the “Depositor Transfer and Sale Agreement) among the Depositor, the Trust, the Depositor Eligible Lender Trustee, and Fifth Third Bank, as eligible lender trustee on behalf of the Trust (the “Trust Eligible Lender

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Trustee”; in its capacity as eligible lender trustee on behalf of the Seller, the Depositor and the Trust, Fifth Third Bank is referred to herein as the “Eligible Lender Trustee”). As of March 31, 2004, that pool of Student Loans had an outstanding principal balance of $802,206,172.

The Trust was formed pursuant to a Trust Agreement dated as of April 2, 2004 (the “Original Trust Agreement”) among the Depositor, Wilmington Trust Company, a banking corporation formed under the laws of the State of Delaware, as owner trustee of the Trust (the “Owner Trustee”), and U.S. Bank National Association, as co-owner trustee of the Trust (the “Co-Owner Trustee”). The Original Trust Agreement was subsequently amended and restated by the Amended and Restated Trust Agreement dated as of May 1, 2004 (the “Trust Agreement”) among the Depositor, the Owner Trustee, the Co-Owner Trustee, and the Trust Eligible Lender Trustee.

ELS serves as administrator of the Depositor pursuant to the Administration Agreement dated as of May 1, 2004 (the “Depositor Administration Agreement”) between ELS and the Depositor, and as administrator of the Trust pursuant to the Administration Agreement dated as of May 1, 2004 (the “Trust Administration Agreement”), between ELS and the Trust. Fifth Third Bank, a banking corporation formed under the laws of the State of Ohio, acts as eligible lender trustee on behalf of (i) the Seller pursuant to the Amended and Restated Eligible Lender Trust Agreement dated as of July 22, 2003 (the “Seller Eligible Lender Trust Agreement”) between Fifth Third Bank and the Seller, (ii) the Depositor pursuant to the Eligible Lender Trust Agreement dated as of May 1, 2002 (the “Depositor Eligible Lender Trust Agreement”) between Fifth Third Bank and the Depositor, and (iii) the Trust pursuant to the Amended and Restated Eligible Lender Trust Agreement dated as of May 1, 2004 (the “Trust Eligible Lender Trust Agreement” and together with the Seller Eligible Lender Trust Agreement and the Depositor Eligible Lender Trust Agreement, the “Eligible Lender Trust Agreements”) between Fifth Third Bank and the Trust.

The Notes will be issued pursuant to an Indenture of Trust and a First Supplemental Indenture of Trust, both dated as of May 1, 2004 (together, the “Indenture”), among the Trust, U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), and the Trust Eligible Lender Trustee. Pursuant to the Indenture, the Notes will be secured by, among other things, the Student Loans to be acquired by the Trust.

As used in this Agreement, the term “Basic Documents” refers to the following: (i) the Trust Agreement; (ii) the Indenture; (iii) the Eligible Lender Trust Agreements, (iv) the Seller Transfer and Sale Agreement; (v) the Depositor Transfer and Sale Agreement; (vi) the Master Servicing Agreement dated as of May 1, 2004 among ELS, as master servicer (the “Master Servicer”), the Trust, the Indenture Trustee and the Trust Eligible Lender Trustee; (vii) the Student Loan Origination and Servicing Agreement dated as of May 1, 2004 (the “Great Lakes Subservicing Agreement”) among Great Lakes Educational Loan Services, Inc. (“Great Lakes”), the Trust Eligible Lender Trustee and the Master Servicer; (viii) the Federal FFEL Servicing Agreement dated as of October 1, 2002 among ACS Education Services, Inc. (“ACS” and, together with Great Lakes, the “Subservicers”), the Trust Eligible Lender Trustee and the Master Servicer, as supplemented by the Affiliate Servicing Addendum dated as of May 1, 2004 among ACS, the Trust, the Trust Eligible Lender Trustee and the Master Servicer (collectively, the

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“ACS Subservicing Agreement” and, together with the Great Lakes Subservicing Agreement, the “Subservicing Agreements”); (ix) the Bailment Notice and Acknowledgement dated May 1, 2004 among the Trust, the Trust Eligible Lender Trustee, the Indenture Trustee and Great Lakes; (x) the Bailment Notice and Acknowledgement dated May 1, 2004 among the Trust, the Trust Eligible Lender Trustee, the Indenture Trustee and ACS; (xi) the Depositor Administration Agreement; (xii) the Trust Administration Agreement; (xiii) the Auction Agent Agreement dated as of May 1, 2004 (the “Auction Agent Agreement”) among the Trust, the Indenture Trustee and Deutsche Bank Trust Company Americas, as auction agent (the “Auction Agent”); (xiv) the Market Agent Agreement dated as of May 1, 2004 (the “Market Agent Agreement”) among Citigroup Global Markets Inc., as market agent, the Trust and the Indenture Trustee; (xv) the Calculation Agent Agreement dated as of May 1, 2004 (the “Calculation Agent Agreement”) between Citigroup Global Markets Inc., the Trust and the Indenture Trustee; (xvi) the Broker-Dealer Agreement dated as of May 1, 2004 between Citigroup Global Markets Inc. and the Auction Agent (the “Broker-Dealer Agreement”); (xvii) this Agreement; and (xiii) the Notes. When used with reference to a Person, the term “its Basic Documents” refers to the Basic Documents to which that Person is a party.

Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Indenture.

1. Purchase and Sale of Notes.

(a) Subject to the terms and conditions and upon the basis of the representations, warranties and covenants hereinafter set forth, the Underwriters hereby agree, jointly and severally, to purchase from the Trust, and the Seller, the Depositor and ELS (the Seller, the Depositor and ELS are hereinafter referred to collectively as the “Responsible Parties”) hereby agree, jointly and severally, to cause the Trust to sell to the Underwriters, all (but not less than all) of the Notes, dated as of their date of issuance, in the principal amount and at the aggregate purchase price set forth on Appendix A, attached hereto.

(b) It is understood that, pursuant to the effective Registration Statement, the Underwriters propose to offer the Notes for sale to the public (which may include selected dealers) as set forth in the Prospectus. The Underwriters agree not to offer or sell the Notes in any state or jurisdiction where registration, qualification or any filing to effect any exemption is required under such state’s or jurisdiction’s securities or Blue Sky laws, except where, with the consent of the Responsible Parties (which may be withheld in the Responsible Parties’ sole discretion), such registration, qualification or filing has been completed. The Underwriters agree that all offers and sales of the Notes will be made in accordance with applicable federal and state securities laws and regulations.

2. Closing. No later than 9:00 a.m., Pacific standard time, on May 12, 2004, or at such other time or on such earlier or later date as shall have been mutually agreed upon by ELS and the Representative, ELS shall deliver, or cause to be delivered the Notes to the Indenture Trustee to be held in its custody pursuant to a FAST delivery arrangement with and on behalf of The Depository Trust Company (“DTC”), which Notes shall be in form satisfactory to the Representative and duly executed by the Co-Owner Trustee on behalf of the Trust, and shall

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deliver a specimen copy of each executed and authenticated Note to the Representative together with the other documents hereinafter mentioned; and the Representative shall accept such delivery for the respective accounts of the Underwriters and the Underwriters shall pay the purchase price of the Notes as set forth in Appendix A by wire transfer in clearinghouse funds to the Indenture Trustee. Such payment and delivery is herein called the “Closing” and the date of the Closing is herein called the “Closing Date”. The Notes (one Note for each Series in the respective principal amount thereof unless otherwise required by the rules and regulations of DTC) shall be made available to the Representative for checking and delivery to the Indenture Trustee not less than 24 hours prior to the Closing at a place designated by the Representative. The Notes may be typewritten and shall be registered in the name of Cede & Co. ELS and the Co-Owner Trustee on behalf of the Trust will file with DTC a Letter of Representations, together with all riders and/or supplements thereto required by DTC, to permit the Notes to be held in the custody of the Indenture Trustee pursuant to a FAST delivery arrangement.

3. Representations, Warranties and Covenants of the Responsible Parties. Each of the Responsible Parties represents and warrants to and agrees with the Underwriters that:

(a) Registration statement on Form S-3 (No. 333-111959), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), has been filed with the Securities and Exchange Commission (the “SEC”) and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including the base prospectus, any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Act, the information deemed to be a part thereof pursuant to Rule 430A(b) under the Act, and the information incorporated by reference therein) are respectively referred to herein as the “Registration Statement” and the “Prospectus”, respectively; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement.

(b) On the effective date of the Registration Statement, the Registration Statement and the Prospectus conformed in all respects to the requirements of the Act, the rules and regulations of the SEC (the “Rules and Regulations”) and the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the “Trust Indenture Act”), and, except with respect to information omitted pursuant to Rule 430A of the Act, did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and on the date of this Agreement and on the Closing Date, the Registration Statement and the Prospectus will conform in all respects to the requirements of the Act, the Rules and Regulations and the Trust Indenture Act, and neither of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from the Registration

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Statement or the Prospectus based upon written information furnished to the Responsible Parties by the Underwriter, specifically for use therein.

(c) The SEC has not issued and, to the best knowledge of the Responsible Parties, is not threatening to issue any order preventing or suspending the use of the Registration Statement.

(d) The Trust is a duly organized and validly existing Delaware statutory trust and had or has, at the respective dates of their execution, full legal rights, power and authority (i) to enter into its Basic Documents, (ii) to authorize the issuance of the Notes and to issue, sell and deliver the Notes to the Underwriters pursuant to the Indenture as provided herein, and (iii) to carry out, give effect to and consummate the transactions contemplated by its Basic Documents and the Prospectus.

(e) When delivered to and paid for by the Underwriters on the Closing Date as provided herein, the Notes will be validly issued and outstanding limited obligations of the Trust entitled to the benefits of the Indenture.

(f) All approvals, consents, authorizations, permits, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction, including but not limited to, the United States Department of Education under the Higher Education Act, that would constitute a condition precedent to the performance by each of the Responsible Parties and the Trust of their respective obligations under the Basic Documents have been obtained and are in full force and effect, except such as may be required by the blue sky laws of any jurisdiction in connection with the sale and distribution of the Notes, for which no representation is being given.

(g) The Basic Documents to be executed by the Trust in connection with the issuance and sale of the Notes (when executed and delivered by the respective parties thereto) will constitute, legal, valid and binding obligations of the Trust enforceable in accordance with their respective terms except as limited by bankruptcy, reorganization, insolvency and other similar laws affecting enforceability of creditors’ rights generally and provided that the availability of equitable remedies is subject to the application of equitable principles. The Indenture has been duly qualified under the Trust Indenture Act with respect to the Notes.

(h) To the knowledge of the Responsible Parties, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or threatened in any way affecting the existence of the Trust or seeking to restrain or to enjoin the issuance, sale or delivery of the Notes, the application of the proceeds thereof in accordance with the Indenture, or the collection or application of Revenues or assets of the Trust pledged or to be pledged to pay the principal of and interest on the Notes, or any other pledge thereof, or in any way contesting or affecting the validity or enforceability of the Basic Documents, or any action on the part of the Trust contemplated by any of said documents, or that, if adversely determined, would have a material adverse effect on the financial condition or prospects of the Trust, nor, to the knowledge of the Responsible Parties, is there any basis therefor.

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(i) The Responsible Parties shall furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request to qualify the Notes for offer and sale under the “blue sky” laws or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate; provided, however, that in no event shall any of the Responsible Parties or the Trust be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now subject.

(j) Between the date hereof and the Closing Date the Responsible Parties shall not take, or cause the Trust to take, any action that would cause the representations and warranties made herein to be untrue as of the Closing Date.

(k) The Trust is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

(l) None of the Responsible Parties has taken, nor will any of them take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes; it being understood and agreed that no such action by any Underwriter shall be deemed an action of the Responsible Parties.

(m) For the period beginning on the date of this Agreement and ending 90 days after the Closing Date, the Responsible Parties and any trust originated, directly or indirectly, by the Responsible Parties will not, without the prior written consent of the Representative, offer to sell or sell notes (other than the Notes) collateralized by, or certificates evidencing an ownership interest in, student loans.

(n) Other than as contemplated by this Agreement or as disclosed in the Prospectus, there is no broker, finder or other party that is entitled to receive from the Responsible Parties or the Trust any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement.

4. Representations and Warranties of the Seller. The Seller represents and warrants to and agrees with the Underwriters that:

(a) The Seller is a duly organized and validly existing corporation organized under the laws of the State of Delaware with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, except for such power and authority the absence of which would not have a material adverse effect on the Seller or its ability to consummate the transactions contemplated by its Basic Documents.

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(b) The Seller has full legal right, power, and authority to enter into its Basic Documents and to carry out, give effect to, and consummate the transactions contemplated thereby in accordance with the terms thereof.

(c) On or before the Closing Date, its Basic Documents will have been duly authorized, executed and delivered by the Seller. The execution, delivery and performance of its Basic Documents and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the certificate of incorporation or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which the Seller is bound or to which any of the properties of the Seller is subject that could reasonably be expected to have a material adverse effect on the transactions contemplated by the Basic Documents.

(d) There are no legal or governmental proceedings pending or, to the knowledge of the Seller, threatened, against the Seller, or to which the Seller or any of its properties is subject, of a character required to be disclosed in the Prospectus that are not disclosed in the Prospectus.

(e) The Seller is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the 1940 Act.

(f) The representations and warranties made by the Seller in its Basic Documents will be true and correct in all material respects on and as of the Closing Date.

5. Representations and Warranties of ELS. ELS represents and warrants to and agrees with the Underwriters that:

(a) ELS is a duly organized and validly existing corporation organized under the laws of the State of Delaware with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, except for such power and authority the absence of which would not have a material adverse effect on ELS or its ability to consummate the transactions contemplated by its Basic Documents .

(b) ELS has full legal right, power, and authority to enter into its Basic Documents and to carry out, give effect to, and consummate the transactions contemplated thereby in accordance with the terms thereof.

(c) On or before the Closing Date, its Basic Documents will have been duly authorized, executed and delivered by ELS. The execution, delivery and performance of its Basic Documents and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the certificate of incorporation or bylaws of ELS or any agreement or instrument to which ELS is a party or by which ELS is bound or to which any of the properties of ELS is subject that could reasonably be expected to have a material adverse effect on the transactions contemplated by the Basic Documents.

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(d) There are no legal or governmental proceedings pending or, to the knowledge of ELS, threatened, against ELS, or to which ELS or any of its properties is subject, of a character required to be disclosed in the Prospectus that are not disclosed in the Prospectus.

(e) ELS is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the 1940 Act.

(f) The representations and warranties made by ELS in its Basic Documents will be true and correct in all material respects on and as of the Closing Date.

6. Representations and Warranties of the Depositor. The Depositor represents and warrants to and agrees with the Underwriters that:

(a) The Depositor is duly organized and validly existing as a Delaware limited liability company with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, except for such power and authority the absence of which would not have a material adverse effect on the Depositor or its ability to consummate the transactions contemplated its Basic Documents.

(b) The Depositor has full legal right, power, and authority to enter into its Basic Documents and to carry out, give effect to, and consummate the transactions contemplated thereby in accordance with the terms thereof.

(c) On or before the Closing Date, its Basic Documents will have been duly authorized, executed and delivered by the Depositor. The execution, delivery and performance of its Basic Documents and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the certificate of formation or the operating agreement of the Depositor or any agreement or instrument to which the Depositor is a party or by which the Depositor is bound or to which any of the properties of the Depositor is subject that could reasonably be expected to have a material adverse effect on the transactions contemplated by the Basic Documents.

(d) There are no legal or governmental proceedings pending or, to the knowledge of the Depositor, threatened, against the Depositor, or to which the Depositor or any of its properties is subject, of a character required to be disclosed in the Prospectus that are not disclosed in the Prospectus.

(e) The Depositor is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the 1940 Act.

(f) The representations and warranties made by the Depositor in its Basic Documents will be true and correct in all material respects on and as of the Closing Date.

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7. Agreements of the Responsible Parties. The Responsible Parties each agree with the Underwriters as follows:

(a) The Responsible Parties will prepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if any, and such other information as the Representative and the Responsible Parties deem appropriate in connection with the offering of the Notes, and the Responsible Parties will timely file or cause to be filed such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Responsible Parties will not file any amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, unless they shall first have delivered copies of such amendments or supplements to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Responsible Parties will immediately advise the Representative or its counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the SEC or any authority administering any state securities or Blue Sky law, as soon as the Responsible Parties are advised thereof, and will use their reasonable best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued.

(b) If, at any time when the Prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which such Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act or the Rules and Regulations, the Responsible Parties promptly will prepare and file with the SEC, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance.

(c) The Responsible Parties will immediately inform the Representative (i) of the receipt by any of the Responsible Parties or the Trust of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which any of the Responsible Parties or the Trust is a party relating to the offering or sale of the Notes.

(d) The Responsible Parties will furnish to the Underwriters, without charge, copies of the Registration Statement (including all documents and exhibits thereto or incorporated by reference therein), the Prospectus, and all amendments and supplements to such documents relating to the Notes, in each case in such quantities as the Underwriters may reasonably request.

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(e) No amendment or supplement relating to or affecting the Notes will be made to the Registration Statement or Prospectus unless the Representative shall have previously been advised thereof and the Representative shall not have reasonably objected thereto after being so advised.

(f) The Responsible Parties will cooperate with the Representative and with its counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as any Underwriter may designate and will file or cause the Trust to file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Responsible Parties or the Trust be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject.

(g) The Responsible parties and the Trust consent to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus.

(h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate a series of Notes is conditional upon the furnishing of documents or the taking of any other actions by the Responsible Parties or the Trust, the Responsible Parties shall cause to be furnished such documents and such other reasonable actions to be taken.

(i) For so long as the Notes are outstanding, the Responsible Parties will furnish to the Representative (i) as soon as available, a copy of each document relating to the Trust or the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any order of the SEC thereunder, and (ii) such other information concerning the Responsible Parties or the Trust as the Representative may reasonably request from time to time insofar as such information reasonably relates to the Registration Statement or the transactions contemplated by the Basic Documents.

(j) For a period from the date of this Agreement until the retirement of the Notes, the Responsible Parties will deliver or cause to be delivered to the Representative the annual statements of compliance and the annual independent certified public accountants’ reports furnished to the Indenture Trustee or the Trust pursuant to the Master Servicing Agreement as soon as such statements and reports are furnished to the Indenture Trustee or the Responsible Parties.

(k) On or before the date the Financed Student Loans are transferred to the Trust, the Trust shall mark its accounting and other records, if any, relating to the Financed Eligible Loans and the Responsible Parties shall mark their respective computer records relating to the Financed Eligible Loans to show the absolute ownership by the Trust Eligible Lender Trustee, as eligible lender of, and the interest of the Trust in, the initial Financed Eligible Loans, and from and after each Closing Date the Trust and the Responsible Parties will take such actions with respect to the respective records of each with regard to any additional acquired Eligible Loans at the time of the acquisition thereof by the Trust Eligible Lender Trustee on behalf of the Trust, and the Trust and the

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Responsible Parties shall not take, nor permit any other person to take, any action inconsistent with the ownership of, and the interest of the Trust in, the Financed Eligible Loans, other than as permitted by the Basic Documents.

(l) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by an Underwriter terminating this Agreement pursuant to Section 11 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Responsible Parties to comply with the terms or fulfill any of the conditions of this Agreement, the Seller agrees to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of their counsel) reasonably incurred in connection herewith. In no event shall the Responsible Parties or the Trust be liable to the Underwriters for loss of anticipated profits from the transactions contemplated by this Agreement.

(m) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus.

(n) The Seller’s sale and transfer of the Financed Eligible Loans to the Depositor and the Depositor’s sale and transfer of Financed Eligible Loans to the order of the Trust Eligible Lender Trustee on behalf of the Trust as of the applicable sale date will vest in the Trust Eligible Lender Trustee on behalf of the Trust all of the Seller’s and the Depositor’s right, title and interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance.

(o) The Trust’s assignment of the Financed Eligible Loans to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance.

(p) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Responsible Parties will prepare, and file or transmit for filing with the SEC in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

(q) As soon as practicable, but not later than 16 months after the date of this Agreement, the Responsible Parties will cause the Trust to make generally available to the Noteholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the date of the Trust’s most recent Annual Report or Form 10-K filed with the SEC prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act.

(r) For the period beginning on the date of this Agreement and ending 90 days after the Closing Date, the Responsible Parties and any trust originated, directly or indirectly, by the Responsible Parties will not, without the prior written consent of the Representative, offer to sell or

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sell notes (other than the Notes) collateralized by, or certificates evidencing an ownership interest in, student loans.

8. Indemnification and Contribution. (a) The Responsible Parties agree to jointly and severally indemnify and hold harmless each Underwriter and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, or in any amendment or supplement thereto, or the preliminary Prospectus Supplement dated April 19, 2004 (the “Preliminary Prospectus”), or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to the Underwriter furnished in writing to the Responsible Parties by or on behalf of any Underwriter through the Representative expressly for use therein, it being understood that the only such information furnished by the Underwriter consists of the information described as such in Section 13 of this Agreement; provided, however, that the foregoing indemnity with respect to the Prospectus or the Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased Notes, if such person did not receive a copy of the Prospectus (as then amended or supplemented) at or prior to the written confirmation of the sale of such Notes to such person and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

(b) If any action, suit or proceeding shall be brought against an Underwriter or any person controlling an Underwriter in respect of which indemnity may be sought against the Responsible Parties, such Underwriter or such controlling person shall promptly notify the parties against whom indemnification is being sought (the “indemnifying parties”), but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party except to the extent that the indemnifying party is materially prejudiced by such omission. Such indemnifying parties shall assume the defense thereof, including the employment of counsel and payment of all reasonable fees and expenses. Such Underwriter or any such controlling person shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Underwriter or such controlling person unless (i) the indemnifying parties have agreed in writing to pay such fees and expenses, (ii) the indemnifying parties have failed to assume the defense and employ counsel within a reasonable period of time, or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both the Underwriter or such controlling person and the indemnifying parties and the Underwriter or such controlling person shall have been advised by its counsel that representation of such indemnified party and any indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party shall not have the right to assume the defense of such action, suit or proceeding on behalf of the

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Underwriter or such controlling person). It is understood, however, that the indemnifying parties shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for the Underwriter and controlling persons not having actual or potential differing interests with the Underwriter or among themselves, which firm shall be designated in writing by the Underwriter, and that all such fees and expenses shall be reimbursed on a monthly basis as provided in paragraph (a) hereof. The indemnifying parties shall not be liable for any settlement of any such action, suit or proceeding effected without their written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the indemnifying parties agree to indemnify and hold harmless the Underwriter and any such controlling person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment to the extent provided in paragraph (a).

(c) Each Underwriter agrees severally but not jointly to indemnify and hold harmless the Responsible Parties and their respective directors and officers, and any person who controls the Responsible Parties within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the indemnity from the Responsible Parties to such Underwriter set forth in paragraph (a) hereof, but only with respect to information relating to such Underwriter furnished in writing by or on behalf of such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, it being understood that the only such information furnished by the Underwriters consists of the information described in Section 13 of this Agreement. If any action, suit or proceeding shall be brought against the Responsible Parties, any of their directors or officers, or any such controlling person based on the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus and in respect of which indemnity may be sought against an Underwriter pursuant to this paragraph (c), such Underwriter shall have the rights and duties given to the Responsible Parties by paragraph (b) above (except that if the Responsible Parties shall have assumed the defense thereof no Underwriter shall be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter’s expense, except as otherwise provided in paragraph (b) above), and the Responsible Parties, their respective directors and officers, and any such controlling person shall have the rights and duties given to such Underwriter by paragraph (b) above.

(d) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Responsible Parties on the one hand and the applicable Underwriter on the other hand from the offering of the Notes, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Responsible Parties on the one hand and such Underwriter on the other in connection with the statements or omissions

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that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Responsible Parties on the one hand and such Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes (before deducting expenses) received by the Responsible Parties bear to the total underwriting discounts and commissions received by such Underwriter. The relative fault of the Responsible Parties on the one hand and such Underwriter on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Responsible Parties on the one hand or by such Underwriter on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Responsible Parties and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Notes hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 8 and the representations and warranties of the Responsible Parties and the Underwriters set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Underwriter, the Responsible Parties or any person controlling any of them or their respective directors or officers, (ii) acceptance of any Notes and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any Underwriter, any of the Responsible Parties or any person controlling any of them or their respective directors or officers, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8.

(g) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such indemnified party, and (ii) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

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9. Conditions of Closing. The obligations of the Underwriters hereunder shall be subject (a) to the performance by the Trust of its obligations to be performed hereunder or under the Indenture at or prior to the Closing, (b) to the accuracy of and compliance with the representations, warranties and covenants of the Responsible Parties contained herein, in each case as of the time of delivery of this Agreement and as of the Closing, and (c) in the discretion of the Underwriters, to the following further conditions:

(a) All actions required to be taken and all filings required to be made by the Responsible Parties and the Trust under the Act prior to the sale of the Notes shall have been duly taken or made. At and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Responsible Parties or the Underwriters, shall be contemplated by the SEC.

(b) Since the respective dates as of which information is given in the Registration Statement (or any amendment or supplement thereto), except as may otherwise be stated therein or contemplated thereby, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the condition (financial or other), business, properties, net worth, or results of operations of the Responsible Parties not contemplated by the Registration Statement, which in the opinion of the Representative, would materially adversely affect the market for the Notes, or (ii) any event or development which makes any statement made in the Registration Statement or Prospectus untrue in any material respect or which, in the opinion of the Responsible Parties and their counsel or the Underwriters and their counsel, requires the filing of any amendment to or change in the Registration Statement or Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Registration Statement or Prospectus to reflect such event or development would, in the opinion of the Representative, materially adversely affect the market for the Notes.

(c) None of the Responsible Parties shall have failed at or prior to the Closing Date to have performed or complied in any material respect with any of their respective agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date.

(d) Fitch Ratings (“Fitch”), Moody’s Investors Services, Inc. (“Moody’s”), and Standard & Poor’s (“S&P”) shall have (1) rated the Series A Notes “AAA”, “Aaa”, and “AAA”, respectively, and (2) rated the Series B Notes at least “A”, “A2”, and “A”, respectively, and there shall not have been any announcement by any of Fitch, Moody’s or S&P that (i) it is downgrading any of its ratings assigned to the Notes or (ii) it is reviewing its ratings assigned the Notes with a view to possible downgrading, or with negative implications, or direction not determined.

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(e) At or prior to the Closing, the Representative shall have received the following documents:

(1) opinions of Thompson Hine LLP, as counsel to the Responsible Parties and the Trust, dated the Closing Date and addressed to the Trust, the Indenture Trustee, the Representative, Fitch, Moody’s and S&P in form and substance reasonably satisfactory to the Representative and its counsel regarding (i) general corporate authority and other matters, (ii) true sale, non-consolidation for bankruptcy purposes and other matters, (iii) the accuracy and completeness of the Prospectus and the Registration Statement and certain matters arising under the Trust Indenture Act and the 1940 Act, and (iv) the perfection and priority of the security interests in the Financed Student Loans and the Trust Estate;

(2) opinions of Dinsmore & Shohl LLP, as counsel to the Eligible Lender Trustee, dated the Closing Date and addressed to the Trust, the Responsible Parties, the Representative, Fitch, Moody’s and S&P in form and substance reasonably satisfactory to the Representative and its counsel, regarding the organization and authority of the Eligible Lender Trustee and other matters;

(3) opinions of Squire, Sanders & Dempsey L.L.P., dated the Closing Date, (i) addressed to the Representative in its capacity as counsel to the Underwriters in form and substance reasonably satisfactory to the Representative, and (ii) addressed to the Trust, the Responsible Parties and the Representative in form and substance reasonably satisfactory to the Representative regarding tax matters, and opinions of Squire, Sanders & Dempsey L.L.P., as counsel to U.S. Bank National Association, in its capacity as Indenture Trustee, and Co-Owner Trustee addressed to the Trust, the Responsible Parties, the Representative, Fitch, Moody’s and S&P, in form and substance reasonably satisfactory to the Representative and its counsel, regarding the organization and authority of the Indenture Trustee and the Co-Owner Trustee;

(4) opinions of Richards, Layton & Finger, dated the Closing Date and addressed to Trust, the Responsible Parties, the Indenture Trustee, the Representative, Fitch, Moody’s and S&P, (a) as counsel for the Owner Trustee, and (b) as special Delaware counsel for the Trust, in each case in form and substance reasonably satisfactory to the Representative and its counsel;

(5) an opinion of counsel for each Guarantor, dated the Closing Date and addressed to the Trust, the Responsible Parties, the Indenture Trustee, the Representative, Fitch, Moody’s and S&P, in form and substance reasonably acceptable to the Representative and its counsel;

(6) a certificate of each Guarantor, dated the Closing Date and signed by the chief financial officer or other officer of the Guarantor acceptable to the Representative, in form and substance reasonably satisfactory to the Representative and its counsel;

(7) an opinion of counsel for each Subservicer, dated the Closing Date and addressed to the Responsible Parties, the Indenture Trustee, the Representative, in form and substance reasonably satisfactory to the Representative and its counsel, Fitch, Moody’s and S&P;

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(8) a certificate of each Subservicer, dated the Closing Date and signed by the chief financial officer or other officer of the Subservicer acceptable to the Representative, in form and substance reasonably satisfactory to the Representative and its counsel;

(9) a certificate, dated the Closing Date and signed by executive officers of each of the Responsible Parties to the effect that all the representations and warranties of the Responsible Parties contained in their Basic Documents shall be true and correct in all material respects on and as of the date thereof and on and as of the Closing Date as if made on and as of the Closing Date;

(10) A “Ratings Letter” from each of Fitch, Moody’s, and S&P setting forth the ratings required under Section 9(d) hereof and otherwise satisfactory to the Representative and counsel to the Underwriters;

(11) Evidence satisfactory to the Representative that, on or before the Closing Date, UCC-1 financing statements have been or are being filed in the office of the Secretary of State of Delaware, reflecting (i) the transfer of the interest of the Seller in the Financed Student Loans and the proceeds thereof to the Depositor, (ii) the transfer of the interest of the Depositor in the Financed Student Loans and the proceeds thereof to the Trust, and (iii) the grant of the security interest by the Trust in the Trust Estate (including the Financed Student Loans) and the proceeds thereof to the Indenture Trustee;

(12) Note specimens and a copy of the written order of the Trust to authenticate and deliver the Notes;

(13) An executed copy or certified copy of an executed copy of each of the Basic Documents, each Guarantee Agreement and such further certificates and documents as the Representative shall have reasonably requested;

(14) The letter from PricewaterhouseCoopers dated the Closing Date, and in form and substance satisfactory to the Representative, to the effect that they have carried out certain specified procedures, not constituting an audit, with respect to certain information regarding the Financed Eligible Loans and setting forth the results of such specified procedures;

(15) Evidence satisfactory to the Representative of the completion of all actions necessary to effect the transfer of the Financed Eligible Loans as described in the Prospectus and the recordation thereof on the Seller’s, the Depositor’s, the Trust’s and the Subservicers’ computer systems; and

(16) Such additional legal opinions, certificates, instruments and other documents as the Representative or counsel to the Underwriters may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the Responsible Parties’ representations and warranties contained herein and of the statements and information contained in the Prospectus and the due performance and

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satisfaction by the Trust at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Trust in connection with the transactions contemplated by Basic Documents and the Prospectus.

If the Responsible Parties shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this Agreement, this Agreement shall terminate and neither the Underwriters nor the Responsible Parties shall be under any further obligation hereunder, except as provided in Section 7(l) and Section 10 hereof.

10. Expenses. ELS agrees to cause the Trust to pay or to otherwise cause the payment of the following costs and expenses and all other costs and expenses incident to the performance by ELS and the Trust of their respective obligations hereunder: (i) the preparation, printing or reproduction of the Registration Statement, each Prospectus and each amendment or supplement to any of them, and each Basic Document; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of each Preliminary Prospectus and each Prospectus and all amendments or supplements to any of them as may be reasonably requested for use in connection with the offering and sale of the Notes; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Notes; (iv) the qualification of the Notes for offer and sale under the securities or “blue sky” laws of such states as ELS and the Representative may agree (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of any blue sky survey prepared in connection with such qualification); and (v) the fees and/or disbursements of (A) counsel for the Trust and the Responsible Parties, (B) the Indenture Trustee and the Eligible Lender Trustee and their counsel, (C) the Owner Trustee and its counsel, (D) the Auction Agent and its counsel, (E) The Depository Trust Company in connection with the book-entry registration of the Notes, and (F) Fitch, Moody’s and S&P for rating the Notes.

11. Effective Date of Agreement. This Agreement shall become effective upon the execution and delivery hereof by all the parties hereto. Until such time as this Agreement shall have become effective, it may be terminated by the Responsible Parties, by notifying the Representative, or by the Representative, by notifying the Responsible Parties.

Any notice under this Section 11 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

12. Termination of Agreement. This Agreement shall be subject to termination in the absolute discretion of the Representative, without liability on the part of any Underwriter, by notice to the Responsible Parties, if prior to the Closing Date, (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York state authorities, (iii) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Representative, impracticable or inadvisable to commence or continue the offering of the Notes on the terms set forth in the Prospectus, or to enforce contracts for the

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resale of the Notes by the Underwriters, (iv) legislation shall be enacted by the Congress of the United States or a decision by a court of the United States or the Tax Court of the United States shall be rendered, or an officially published ruling, regulation, proposed regulation or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or any other governmental agency shall be made, with respect to federal taxation upon revenues or other income of the general character expected to be pledged under the Indenture or upon interest received on securities of the general character of the Notes, or which would have the effect of changing, directly or indirectly, the federal income tax consequences of interest on securities of the general character of the Notes in the hands of the holders thereof, which in the opinion of counsel to the Representative materially affects the market price of the Notes, or (v) legislation shall be enacted by the States of Delaware or Ohio, or a decision by a court of competent jurisdiction of the States of Delaware or Ohio or any administrative tribunal of the States of Delaware or Ohio or other governmental agency or department thereof shall be rendered with respect to taxation by the States of Delaware or Ohio or any of their political subdivisions upon revenues or other income of the general character expected to be pledged under the Indenture, or upon interest received on securities of the general character of the Notes, or which would have the effect of changing, directly or indirectly, the tax consequences under the States of Delaware or Ohio tax law of interest on securities of the general character of the Notes in the hands of the holders thereof, which in the opinion of counsel to the Representative materially affects the market price of the Notes. Notice of such termination may be given to the Responsible Parties, by telegram, telecopy or telephone and shall be subsequently confirmed by letter.

13. Information Furnished by the Underwriter. The statements set forth under the heading “Plan of Distribution” in the Prospectus Supplement dated May             , 2004 constitute the only information furnished by or on behalf of the Underwriters as such information is referred to in Sections 3(b) and 8 hereof, and each Underwriter confirms that such statements relating to such Underwriter are correct.

14. Computational Materials. (a) It is understood that the Representative may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Trust’s offering of the Notes, subject to the following conditions:

(1) The Representative shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the SEC to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation, as made applicable to other issuers and underwriters by the SEC in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the SEC to the Public Securities Association (collectively, the “Kidder/PSA Letters”).

(2) As used herein, “Computational Materials” and the term “ABS Term Sheets” shall have the meanings given such terms in the Kidder/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Representative.

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(3) The Representative shall provide the Responsible Parties and the Trust with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Responsible Parties for use by the Underwriters. The Representative shall provide to the Responsible Parties and the Trust, for filing on Form 8-K as provided in Section 14(b) hereof, copies of all Computational Materials that are to be filed with the SEC pursuant to the Kidder/PSA Letters. The Representative may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(3) must be provided to the Responsible Parties not later than 12:00 p.m., New York City time, one business day before filing thereof is required pursuant to the terms of this Agreement.

(4) If the Representative does not provide the Computational materials to the Responsible Parties pursuant to subsection (a)(3) above, the Underwriters shall be deemed to have represented, as of the applicable Closing Date, that they did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the SEC in accordance with the Kidder/PSA Letters.

(5) In the event of any delay in the delivery by the Representative to the Responsible Parties and the Trust of all Computational Materials required to be delivered in accordance with subsection (a)(3) above, the Responsible Parties shall have the right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Responsible Parties and the Trust to comply with their agreement set forth in Section 14(b) hereof to file the Computational Materials by the time specified therein.

(b) The Responsible Parties and the Trust shall file the Computational Materials (if any) provided to them by the Representative under Section 14(a)(3) hereof with the SEC pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York City time, on the date required pursuant to the Kidder/PSA Letters

15. Representation of Underwriters. The Representative shall act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.

16. Miscellaneous.

(a) All notices, demands, and formal actions hereunder shall be in writing and mailed, telegraphed or delivered to the following address or such other address as either of the parties shall specify.

The Representative:

Citigroup Global Markets Inc.

388 Greenwich Street, 35^th Floor

New York, New York 10013

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Attention: Mark J. Weadick

The Responsible Parties:

c/o Education Lending Services, Inc.

6 East Fourth Street, Suite 300

Cincinnati, OH 45202

Attention: Perry D. Moore

(b) This Agreement will inure to the benefit of and be binding upon the parties hereto and their successors and assigns, and will not confer any rights upon any other Person. The terms “successors” and “assigns” shall not include any purchaser of any of the Notes from any Underwriter merely because of such purchase.

(c) The respective indemnities, agreements, representations, warranties and other statements of the Responsible Parties, the Trust, or their officers and of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Responsible Parties submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of the Underwriters, the Responsible Parties, the Trust or any of their respective representatives, officers of directors or any controlling person, and will survive delivery of and payment for the Notes or termination or cancellation of this Agreement.

(d) The indemnity agreement of the Responsible Parties contained in Section 8 of this Agreement shall be in addition to any liability which the Responsible Parties may otherwise have. The indemnity agreement of the Underwriters contained in Section 8 of this Agreement shall be in addition to any liability which the Underwriters may otherwise have.

(e) Section or paragraph headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such Section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement.

(f) This Agreement shall not be assigned by the Trust or the Underwriters without the written consent of the Trust and each Underwriter.

(g) If any provision of this Agreement shall be held or deemed to be or shall, in fact, be inoperative, invalid or unenforceable as applied in any particular case in any jurisdiction because it conflicts with any provisions of any constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question inoperable or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever.

(h) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made or to be performed within the State of New York without giving effect to conflict of laws principles thereof. The Responsible Parties and the Trust hereby submit to the non-exclusive jurisdiction of the Federal and state courts in

21

Underwriting Agreement

the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(i) Notwithstanding anything to the contrary herein or in the Indenture, any obligation of the Trust created by or arising out of this Agreement shall be a limited obligation of the Trust, payable solely from Trust Estate available therefor under and in accordance with the Indenture, and shall not constitute a charge against the general credit of the Trust.

(j) This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all which shall constitute one and the same document.

22

Underwriting Agreement

Please confirm that the foregoing correctly sets forth the agreement among the Responsible Parties, the Trust, and the Underwriters.

Very truly yours,
EDUCATION LENDING GROUP, INC.
By:	/s/    PERRY D. MOORE
Name:	Perry D. Moore
Title:	Executive Vice President-Finance

EDUCATION LENDING SERVICES, INC.
By:	/s/    PERRY D. MOORE
Name:	Perry D. Moore
Title:	Executive Vice President-Finance

EDUCATION FUNDING CAPITAL I, LLC
By:	/s/    PERRY D. MOORE
Name:	Perry D. Moore
Title:	Executive Vice President-Finance

EDUCATION FUNDING CAPITAL TRUST-IV by U.S. Bank N.A., not in its individual capacity, but solely as Co-Owner Trustee on behalf of the Trust
By:	/s/    DANIEL R. BLEY
Name:	Daniel R. Bley
Title:	Vice President and Trust Officer

Confirmed as of the date

first above mentioned.

Citigroup Global Markets Inc. Acting on behalf of itself and as Representative of the Underwriters named herein
By:	/s/    JEB EBBOTT
Name:	Jeb Ebbott
Title:	Director

Underwriting Agreement

APPENDIX A

Allocation of Notes between Underwriters:

Series of Notes	Citigroup Global Markets Inc.		RBC Dain Rauscher		Fifth Third Securities, Inc.	Total
Series A-1 Notes	$	144,500,000	$	25,500,000		$	170,000,000
Series A-2 Notes	$	331,500,000	$	58,500,000		$	390,000,000
Series A-3 Notes	$	85,000,000	$	15,000,000		$	100,000,000
Series A-4 Notes	$	100,000,000				$	100,000,000
Series A-5 Notes	$	100,000,000				$	100,000,000
Series A-6 Notes	$	90,000,000				$	90,000,000
Series B-1 Notes	$	50,000,000				$	50,000,000
Total	$	901,000,000	$	99,000,000		$	1,000,000,000

Interest Rates and Purchase Price:

LIBOR Notes:

Series of Notes	Original Principal Amount	Interest Rate	Price	Underwriters’ Fee
Series A-1 Notes	$170,000,000	3-Month LIBOR plus 0.04%	100%	0.2700%
Series A-2 Notes	$390,000,000	3-Month LIBOR plus 0.16%	100%	0.2952%
Series A-3 Notes	$100,000,000	3-Month LIBOR plus 0.19%	100%	0.2952%

A-1

Underwriting Agreement

Auction Rate Notes:

Series of Notes	Original Principal Amount		Initial Rate	Price		Underwriters’ Fee
Series A-4 Notes	$	100,000,000		100	%	0.2952	%
Series A-5 Notes	$	100,000,000		100	%	0.2952	%
Series A-6 Notes	$	90,000,000		100	%	0.2952	%
Series B-1 Notes	$	50,000,000		100	%	0.3013	%

A-2

Underwriting Agreement

EX-3.1

EXHIBIT 3.1

TRUST AGREEMENT

THIS TRUST AGREEMENT, dated as of April 2, 2004, by and among Education Funding Capital I, LLC, a Delaware limited liability company, as Sponsor (the “Sponsor”), U.S. Bank National Association, a national banking association, as Co-Owner Trustee (the “Co-Owner Trustee”) and Wilmington Trust Company, a Delaware banking corporation, as Owner Trustee (the “Owner Trustee,” together with the Co-Owner Trustee, the “Trustees,” and individually referred to as a “Trustee”). The Sponsor and the Trustees hereby agree as follows:

1. Creation of Trust.

(a) The trust created hereby shall be known as Education Funding Capital Trust-IV (the “Trust”), in which name the Trustees, or the Sponsor to the extent provided for herein, may conduct the business of the Trust, make and execute contracts on behalf of the Trust, and sue and be sued.

(b) The Sponsor hereby assigns, transfers, conveys and sets over to the Co-Owner Trustee the sum of $1.00. The Co-Owner Trustee hereby acknowledges receipt of such amount in trust from the Sponsor, which amount shall constitute the initial trust estate. The Co-Owner Trustee hereby declares that it will hold the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. and that this Trust Agreement constitute the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in the form attached hereto as Exhibit A.

(c) The Co-Owner Trustee is hereby authorized and directed to execute and deliver on behalf of the Trust an eligible lender trust agreement between the Trust and Fifth Third Bank substantially in the form attached hereto as Exhibit B. The Trustees are further authorized and directed to enter into such other documents and take such other action as the Sponsor specifically directs in written instructions delivered to the Trustees; provided, however, the Trustees shall not be required to take any action (i) if the Trustees shall determine, or shall be advised by counsel, that such action is likely to result in personal liability or is contrary to applicable law or any agreement to which the Trustees are a party and (ii) the Trustees have been provided indemnity satisfactory to them in their sole discretion.

2. Concerning the Trustees.

(a) Except as otherwise expressly required by Section 1 of this Trust Agreement or as otherwise required by applicable law or as may be necessary to obtain any licenses, consents or approvals required by applicable law or otherwise, the Trustees shall not have any duty or liability with respect to the administration of the Trust, the investment of the Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and no implied obligations shall be inferred from this Trust Agreement on the part of the Trustees. The Trustees shall not be liable for the acts or omissions of the Sponsor

Page 1 of 6

nor shall the Trustees be liable for any act or omission by it in good faith in accordance with the directions of the Sponsor.

(b) The Trustees accept the trusts hereby created and agree to perform their duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Trustees shall not be personally liable under any circumstances, except for their own willful misconduct or gross negligence. In particular, but not by way of limitation:

(i) The Trustees shall not be personally liable for any error of judgment made in good faith by an officer or employee of the Trustees;

(ii) No provision of this Trust Agreement shall require the Trustees to expend or risk their personal funds or otherwise incur any financial liability in the performance of their rights or duties hereunder, if the Trustees shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to them;

(iii) Under no circumstance shall the Trustees be personally liable for any representation, warranty, covenant or indebtedness of the Trust;

(iv) The Trustees shall not be personally responsible for or in respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor;

(v) In the event that a Trustee is unsure of the course of action to be taken by it hereunder, a Trustee may request instructions from the Sponsor and to the extent the Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Trustee, it shall have no duty or liability for their failure to take any action or for any action it takes in good faith;

(vi) All funds deposited with the Trustees hereunder may be held in a non-interest bearing trust account and the Trustees shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Sponsor; and

(vii) To the extent that, at law or in equity, the Trustees has duties and liabilities relating thereto to the Sponsor or the Trust, the Sponsor agrees that such duties and liabilities are replaced by the terms of this Trust Agreement.

(c) The Trustees shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Trustees may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustees may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Trustees for any action taken or omitted to be taken by it in good faith in reliance thereon.

Page 2 of 6

(d) In the exercise or administration of the trusts hereunder, the Trustees (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Trustees shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustees in good faith, and (ii) may, at the expense of the Sponsor, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other experts.

(e) In accepting and performing the trusts hereby created, each Trustee acts solely as a Trustee hereunder and not in its individual capacity, and all persons having any claim against a Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust property for payment or satisfaction thereof.

3. Compensation and Indemnification.

(a) The Sponsor agrees to (i) compensate the Trustees in accordance with a separate fee agreement with the Trustees, (ii) reimburse the Trustees for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Trustees and any of the officers, directors, employees and agents of the Trustees (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Sponsor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct or gross negligence of such Indemnified Person.

(b) To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any matter, upon receipt by the Sponsor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement.

(c) The obligations of the Sponsor under this Section 3 shall survive the termination of this Trust Agreement.

4. Either Trustee may resign upon thirty days prior notice to the Sponsor. If no successor has been appointed within such thirty day period, the Trustee may, at the expense of the Sponsor, petition a court to appoint a successor Trustee. Any person into which a Trustee may be merged or with which it may be consolidated, or any person resulting from any merger or consolidation to which a Trustee shall be a party, or any person which succeeds to all or substantially all of the corporate trust business of a Trustee, shall be the successor Trustees under this Trust Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto, except as may be required by applicable law.

Page 3 of 6

5. This Trust Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties, whether written or oral.

6. This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Sections 3540 and 3561 of Title 12 of the Delaware Code shall not apply to the Trust.

7. This Trust Agreement may be executed in two or more counterparts, each of which shall be an original, but all such counterparts shall together constitute one and the same agreement.

8. The Sponsor and the Trustees will enter into an Amended and Restated Trust Agreement, satisfactory to each such party, to provide for the contemplated operation of the Trust created hereby. This Trust Agreement may be amended and restated by the parties hereto as necessary to provide for the operation of the Trust; provided, however, that the Trustees shall not be required to enter into any amendment hereto which adversely affects the rights, duties or immunities of the Trustees.

[signature page follows]

Page 4 of 6

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

WILMINGTON TRUST COMPANY, as Owner Trustee
By:	/s/    KATHLEEN A. PEDELINI
Name:	Kathleen A. Pedelini
Title:	Financial Services Officer

EDUCATION FUNDING CAPITAL I, LLC, as Sponsor
By:	/s/    PERRY D. MOORE
Name:	Perry D. Moore
Title:	EVP-Finance

U.S. BANK NATIONAL ASSOCIATION, as Co-Owner Trustee
By:	/s/    WILLIAM E SICKING
Name:	William E Sicking
Title:	Vice President & Trust Officer

Page 5 of 5

EX-3.2

EXHIBIT 3.2

AMENDED AND RESTATED TRUST AGREEMENT

Relating to

EDUCATION FUNDING CAPITAL TRUST-IV

Dated as of May 1, 2004

among

EDUCATION FUNDING CAPITAL I, LLC,

as Depositor,

and

WILMINGTON TRUST COMPANY,

acting hereunder not in its individual capacity, but solely

as Owner Trustee,

and

U.S. BANK NATIONAL ASSOCIATION,

acting hereunder not in its individual capacity, but solely

as Co-Owner Trustee,

and acknowledged and agreed to by

FIFTH THIRD BANK,

not in its individual capacity, but solely

as Trust Eligible Lender Trustee

Trust Agreement

TABLE OF CONTENTS

		Page
INTRODUCTION		1
ARTICLE I	DEFINITIONS	1
Section 1.1	Definitions	1
Section 1.2	Usage of Terms	4
Section 1.3	Section References	4
ARTICLE II	FORMATION OF THE TRUST	5
Section 2.1	Formation of the Trust	5
Section 2.2	Office	5
Section 2.3	Purposes and Powers	5
Section 2.4	Appointment of Owner Trustee and Co-Owner Trustee	6
Section 2.5	Initial Capital Contribution of Trust Property	6
Section 2.6	Declaration of Trust	6
Section 2.7	Liability of a Certificateholder	7
Section 2.8	Title to Trust Property	7
Section 2.9	Situs of Trust	8
Section 2.10	Representations and Warranties of the Depositor	8
Section 2.11	Federal Income Tax Allocations	9
Section 2.12	Covenants of Certificateholder	9
Section 2.13	Covenants of Depositor	10
Section 2.14	Covenants of the Owner Trustee	10
ARTICLE III	THE CERTIFICATE	10
Section 3.1	Initial Ownership	10
Section 3.2	The Certificate	10
Section 3.3	Authentication of Certificate	11
Section 3.4	Registration of Transfer and Exchange of Certificate	11
Section 3.5	Mutilated, Destroyed, Lost or Stolen Certificate	12
Section 3.6	Person Deemed Certificateholder	12
Section 3.7	Maintenance of Office or Agency	13
Section 3.8	Appointment of Paying Agent	13
ARTICLE IV	ACTIONS BY OWNER TRUSTEE, CO-OWNER TRUSTEE AND TRUST ELIGIBLE LENDER TRUSTEE	14
Section 4.1	Restriction on Power of Certificateholder	14
Section 4.2	Prior Notice to Certificateholder with Respect to Certain Matters	14
Section 4.3	Action by Certificateholder with Respect to Bankruptcy	14
Section 4.4	Restrictions on Certificateholder’s Power	14
Section 4.5	Rights of Certificateholder	15

i

ARTICLE V	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	15
Section 5.1	Certificate Contribution Account; Certificate Distribution Account	15
Section 5.2	Application of Funds in Certificate Distribution Account and Certificate Contribution Account	16
Section 5.3	Method of Payment	17
Section 5.4	No Segregation of Moneys; No Interest	17
Section 5.5	Accounting; Reports; Tax Returns	17
ARTICLE VI	AUTHORITY AND DUTIES OF OWNER TRUSTEE, CO-OWNER TRUSTEE AND TRUST ELIGIBLE LENDER TRUSTEE	18
Section 6.1	General Authority	18
Section 6.2	General Duties	18
Section 6.3	Action upon Instruction	19
Section 6.4	No Duties Except as Specified in this Agreement or in Instructions	20
Section 6.5	No Action Except under Specified Documents or Instructions	20
Section 6.6	Restrictions	21
Section 6.7	Administration Agreement	21
ARTICLE VII	CONCERNING THE OWNER TRUSTEE, THE CO-OWNER TRUSTEE AND THE TRUST ELIGIBLE LENDER TRUSTEE	21
Section 7.1	Acceptance of Owner Trustee, Co-Owner Trustee and Trust Eligible Lender Trustee	21
Section 7.2	Furnishing of Documents	23
Section 7.3	Representations and Warranties	24
Section 7.4	Reliance; Advice of Counsel	25
Section 7.5	Not Acting in Individual Capacity	26
Section 7.6	Owner Trustee Not Liable for Certificate, Notes or Financed Student Loans	26
Section 7.7	Owner Trustee, Co-Owner Trustee and Trust Eligible Lender Trustee May Own Certificate and Notes	27
ARTICLE VIII	COMPENSATION OF OWNER TRUSTEE, THE CO-OWNER TRUSTEE AND TRUST ELIGIBLE LENDER TRUSTEE	27
Section 8.1	Fees and Expenses of Owner Trustee, Co-Owner Trustee and Trust Eligible Lender Trustee	27
Section 8.2	Indemnification	28
Section 8.3	Non-recourse Obligations	28
ARTICLE IX	TERMINATION	29
Section 9.1	Termination of the Trust	29
ARTICLE X	SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES AND TRUST ELIGIBLE LENDER TRUSTEES	30
Section 10.1	Eligibility Requirements for Owner Trustee, Co-Owner Trustee and Trust Eligible Lender Trustee	30

ii

Section 10.2	Resignation or Removal of Owner Trustee, Co-Owner Trustee and Trust Eligible Lender Trustee	30
Section 10.3	Successor Trustee	32
Section 10.4	Merger or Consolidation of Owner Trustee, Co-Owner Trustee or Trust Eligible Lender Trustee	32
Section 10.5	Appointment of Additional Co-Trustee or Separate Trustee	33
ARTICLE XI	MISCELLANEOUS PROVISIONS	34
Section 11.1	Amendment	35
Section 11.2	No Recourse	35
Section 11.3	Governing Law	36
Section 11.4	Severability of Provisions	36
Section 11.5	Certificate Nonassessable and Fully Paid	36
Section 11.6	Third-Party Beneficiaries	36
Section 11.7	Counterparts	36
Section 11.8	Notices	37
SIGNATURES		1

EXHIBIT A - FORM OF TRUST CERTIFICATE

EXHIBIT B - FORM OF PURCHASER’S LETTER

iii

AMENDED AND RESTATED TRUST AGREEMENT

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

WHEREAS, the Depositor, the Owner Trustee and the Co-Owner Trustee are parties to that certain Trust Agreement dated as of April 2, 2004 (the “Original Trust Agreement”), pursuant to which Education Funding Capital Trust-IV was formed;

WHEREAS, the Depositor, the Owner Trustee and the Co-Owner Trustee desire to amend and restate the Original Trust Agreement in its entirety on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Original Trust Agreement is amended and restated to read in its entirety, and the parties hereto agree, as follows:

Article I

Definitions

Section 1.1 Definitions. Capitalized words and phrases used as defined words and phrases and not otherwise defined herein shall have the meanings given such words and phrases in the Indenture (defined below in this Section). The following words and phrases, unless otherwise specified, shall have the following meanings:

“Agreement” or “this Agreement” shall mean this Amended and Restated Trust Agreement, all amendments and supplements hereto and all exhibits and schedules to any of the foregoing.

“Authentication Agent” shall mean U.S. Bank National Association or its successor in interest, and any successor authentication agent appointed as provided in this Agreement.

1

Trust Agreement

“Benefit Plan” shall have the meaning given to such term in Section 3.4.

“Business Day” shall mean any day on which the Owner Trustee, Co-Owner Trustee and the Paying Agent, if any, at their respective addresses set forth in or for purposes of this Agreement, are open for commercial banking business and on which the New York Stock Exchange is open.

“Certificate” shall mean a certificate executed by the Trust and authenticated by the Authentication Agent evidencing an undivided interest, whether fractional or whole, in the Trust.

“Certificate Contribution Account” shall mean the account designated as the Certificate Contribution Account in, and which is established and maintained pursuant to, Section 5.1.

“Certificate Distribution Account” shall mean the account designated as the Certificate Distribution Account in, and which is established and maintained pursuant to, Section 5.1.

“Certificate Register” shall mean the register maintained by the Certificate Registrar pursuant to Section 3.4.

“Certificate Registrar” shall mean the registrar appointed pursuant to Section 3.4.

“Certificateholder” or “Holder” shall mean the Person in whose name the Certificate is registered in the Certificate Register; provided, however, that if no Certificate has been issued by the Trust, the Depositor shall be deemed to be the Certificateholder for purposes of this Agreement.

“Certificateholder’s Distribution Date” shall mean the date on which amounts in the Certificate Distribution Account are disbursed by the Co-Owner Trustee to the Certificateholder, which Date shall be the last Business Day of each calendar month in which a deposit has been made to the Certificate Distribution Account at least one day prior to such last Business Day.

“Closing Date” shall mean May 12, 2004.

“Corporate Trust Office” shall mean (i) with respect to the Owner Trustee, the principal office of the Owner Trustee at which, at any particular time, its corporate trust business shall be administered, which office at the Closing Date is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration; the telecopy number for the Corporate Trust Office on the date of the execution of this Agreement is +1.302.636.4140; (ii) with respect to the Co-Owner Trustee, the principal office of the Co-Owner Trustee at which, at any particular

2

Trust Agreement

time, its corporate trust business shall be administered, which office at the Closing Date is located at CN-WN-06CT, 425 Walnut Street, 6th Floor, Cincinnati, Ohio 45202, the telecopy number for the Corporate Trust on the date of the execution of this Agreement is +1.513.632.3286; and (iii) with respect to the Trust Eligible Lender Trustee, at the principal office of the Trust Eligible Lender Trustee at which, at any particular time, its corporate trust business shall be administered, which office at the Closing Date is located at MD 10903B, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, Attention: Asset Securitization; the telecopy number for the Trust Eligible Lender Trustee on the date of the execution of this Agreement is +1.513.579.4270.

“Delaware Statutory Trust Act” shall have the meaning given to such term in Section 2.6.

“Depositor Eligible Lender Trust Agreement” shall mean the Eligible Lender Trust Agreement dated as of May 1, 2002 between the Depositor and the Depositor Eligible Lender Trustee, as originally executed and as from time to time amended or supplemented.

“Depositor Eligible Lender Trustee” shall mean Fifth Third Bank, as the eligible lender trustee under the Depositor Eligible Lender Trust Agreement, and its lawful successors and assigns.

“ERISA” shall have the meaning assigned to such term in Section 3.4(e).

“Expenses” shall have the meaning assigned to such term in Section 8.2.

“Indemnified Parties” shall have the meaning assigned to such term in Section 8.2.

“Indenture” shall mean the Indenture of Trust to be dated as of May 1, 2004, among the Trust, the Trust Eligible Lender Trustee and the Indenture Trustee, as amended, supplemented or restated from time to time.

“Instructing Party” shall have the meaning assigned to such term in Section 6.3(a).

“Original Trust Agreement” shall mean the Trust Agreement dated as of April 2, 2004 among Depositor, the Owner Trustee and the Co-Owner Trustee, pursuant to which the Trust was formed.

“Paying Agent” shall mean any paying agent or co-paying agent appointed pursuant to Section 3.8, which initially shall be U.S. Bank National Association.

“Percentage Interest” shall mean that percentage of the total beneficial interest in the Trust that is held by the Certificateholder, which Percentage Interest with respect to the initially issued Certificate shall be 100%.

3

Trust Agreement

“Record Date” shall mean, with respect to the Certificateholder’s Distribution Date, the close of business on the last Business Day immediately preceding such Certificateholder’s Distribution Date.

“Responsible Officer” shall mean a duly appointed officer in the corporate trust department of the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee having responsibility for performance of the respective obligations of the Owner Trustee, the Co-Owner Trustee or Trust Eligible Lender Trustee hereunder.

“Transferor” shall mean, collectively, the Depositor or its successor in interest, and the Depositor Eligible Lender Trustee or its successor in interest, if and to the extent that the Depositor Eligible Lender Trustee, on behalf of the Depositor, holds legal title to Financed Student Loans to be transferred in trust to the Trust Eligible Lender Trustee.

“Trust” shall mean the Delaware statutory trust formed pursuant to the Original Trust Agreement and designated “Education Funding Capital Trust-IV”, the estate of which consists of the Trust Property.

“Trust Property” shall mean the property and proceeds of every description conveyed to the Trust and, but solely with respect to legal title to Financed Student Loans originated under the Act, the Trust Eligible Lender Trustee (i) initially pursuant to Section 2.5 and (ii) hereafter pursuant to the Depositor Transfer and Sale Agreement, together with all amounts deposited in the Certificate Contribution Account and the Certificate Distribution Account (including all Eligible Investments therein and all proceeds therefrom).

“Trustee” shall mean any one of the Trustees.

“Trustees” shall mean, collectively, the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee (although the Trust Eligible Lender Trustee is not a trustee of the Trust).

Section 1.2 Usage of Terms. With respect to all terms used in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography, and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the terms “include” or “including” mean “include without limitation” or “including without limitation.” To the extent that definitions are contained in this Agreement, or in any such certificate or other document, such definitions shall control.

Section 1.3 Section References. All references to Articles, Sections, paragraphs, subsections, exhibits and schedules shall be to such portions of this Agreement unless otherwise specified.

4

Trust Agreement

Article II

Formation of the Trust

Section 2.1 Formation of the Trust. The trust formed by the Original Trust Agreement and continued hereby shall be known as “Education Funding Capital Trust-IV”, under which and in which name, but solely to the extent provided in this Agreement, the Owner Trustee and the Co-Owner Trustee may conduct business, make and execute contracts and other instruments and sue and be sued.

Section 2.2 Office.

Except as otherwise provided in this Agreement with respect to the Owner Trustee for purposes of performance of the duties of the Owner Trustee set forth herein, the office of the Trust shall be in care of the Co-Owner Trustee at its Corporate Trust Office or at such other address in the State of Ohio as the Co-Owner Trustee may designate by written notice to the Owner Trustee, the Certificateholder and the Depositor.

Section 2.3 Purposes and Powers.

(a) The purpose of the Trust is, and the Owner Trustee and the Co-Owner Trustee on behalf of the Trust, but each only to the extent provided in this Agreement, shall have the power and authority, to engage in the following activities:

(i) to issue and sell the initial Certificate pursuant to this Agreement and to pay the organizational, start-up and transactional expenses of the Trust from amounts on deposit in the Certificate Contribution Account;

(ii) to execute and deliver the Depositor Transfer and Sale Agreement, whereby the Depositor and the Depositor Eligible Lender Trustee shall transfer and assign to the Trust and the Trust Eligible Lender Trustee all of the Trust Property;

(iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Property to which it holds title and all of its right, title and interest in the Depositor Transfer and Sale Agreement to the Indenture Trustee for the benefit of the Noteholders (and to execute (by any one or more of the Trustees) and file UCC financing statements as deemed necessary or appropriate to evidence the same) and to hold, manage and distribute to the Certificateholder pursuant to the terms hereof any portion of the Trust Property released from the lien of, and remitted to the Co-Owner Trustee for deposit in the Certificate Distribution Account pursuant to, the Indenture;

(iv) to issue and sell one or more series of the Notes;

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(v) to enter into and perform its obligations under the Basic Documents to which it is a party;

(vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Property and the making of distributions to the Certificateholder.

(b) Except as otherwise expressly provided herein with respect to the Owner Trustee and the Trust Eligible Lender Trustee, the Co-Owner Trustee is hereby authorized to engage in the foregoing activities. The Co-Owner Trustee shall not engage in any activity other than in connection with the foregoing or other than as required or expressly authorized by the terms of this Agreement or the Basic Documents.

Section 2.4 Appointment of Owner Trustee and Co-Owner Trustee. The Depositor hereby confirms the appointment of the Owner Trustee as trustee of the Trust and the Co-Owner Trustee as co-trustee of the Trust, effective as of the date hereof, to have all the respective rights, powers and duties set forth herein. Each of the Owner Trustee and the Co-Owner Trustee hereby accepts its respective appointment.

Section 2.5 Initial Capital Contribution of Trust Property. The Co-Owner Trustee hereby acknowledges receipt in trust from the Depositor, as of the date of the Original Trust Agreement, of the sum of one dollar, which shall constitute the initial Trust Property and shall be deposited in the Certificate Contribution Account. To the extent not otherwise provided for by amounts on deposit in the Certificate Contribution Account, the Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, promptly reimburse the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee for any such expenses paid by the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee.

Section 2.6 Declaration of Trust. Each of the Owner Trustee and the Co-Owner Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholder, subject to the interests and rights in the Trust Property granted to other Persons by the Basic Documents. The Trust Eligible Lender Trustee hereby acknowledges and agrees that it is holding legal title to that part of the Trust Property constituting Financed Student Loans originated under the Act in trust upon and subject to the conditions set forth herein. It is the intention and agreement of the parties hereto that the Trust constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code (the “Delaware Statutory Trust Act”) and that this Agreement constitute the governing instrument of the Trust. Pursuant to Section 3810 of the Delaware Statutory Trust Act, the Owner Trustee and Co-Owner Trustee filed a certificate of trust with the Delaware Secretary of State on the date of the Original Trust Agreement to form the Trust. It is the intention and agreement of the parties hereto that,

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solely for income and franchise tax purposes, the Trust, having at all times but a single Certificateholder, shall be treated as a “disregarded entity”, i.e., the Trust will be disregarded as an entity separate from the Certificateholder (or, if the Certificateholder is also a “disregarded entity,” both the Trust and Certificateholder will be disregarded as entities separate from the sole owner of the Certificateholder). Unless otherwise required by appropriate tax authorities, the Trust will file or cause to be filed all required annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as a “disregarded entity” for such tax purposes. Effective as of the date hereof, each of the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee shall have all rights, powers and duties set forth herein and in the laws of the State of Delaware with respect to accomplishing the purposes of the Trust.

Section 2.7 Liability of a Certificateholder.

(a) The Certificateholder, in its capacity as such, shall not be liable directly to indemnify an injured party for any losses, claims, damages, liabilities and expenses of the Trust, to the extent not paid out of the Trust Property. The Certificateholder shall not be liable for any losses incurred by a Noteholder in the capacity of an investor in the Notes.

(b) The Certificateholder, in its capacity as such, shall not have any personal liability for any liability or obligation of the Trust or by reason of any action taken by the parties to this Agreement pursuant to any provisions of this Agreement or any Basic Document. The Certificateholders shall be entitled to the same limitations on personal liability extended to stockholders of corporations organized for profit under the Delaware General Corporation Law.

Section 2.8 Title to Trust Property.

(a) Legal title to all the Trust Property (other than Financed Student Loans originated under the Act) shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires legal title to any part of such Trust Property to be vested in another trustee or trustees, in which case, after the appropriate actions under Section 10.5 shall have been taken, legal title shall be deemed to be vested in such other co-trustee and/or separate trustee, as the case may be. Legal title to all Trust Property consisting of the Financed Student Loans originated under the Act shall be vested at all times in the Trust Eligible Lender Trustee, not in its individual capacity but solely as Trust Eligible Lender Trustee pursuant to the Trust Eligible Lender Trust Agreement for the benefit of the Trust; provided, however, that the Trust Eligible Lender Trustee shall be at all times an Eligible Lender.

(b) The Certificateholder shall not have legal title to any part of the Trust Property. The Certificateholder shall be entitled to receive distributions with respect to its undivided beneficial interest therein only in accordance with Articles V and IX of this Agreement. No transfer, by operation of law or otherwise, of any right, title or interest by the Certificateholder of its ownership interest in the Trust Property shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Property.

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Section 2.9 Situs of Trust. The chief executive office and principal place of business of the Trust will be located at the Corporate Trust Office of the Co-Owner Trustee. The Trust shall at all times be administered in the State of Ohio. All bank accounts shall be maintained by the Co-Owner Trustee and shall be located in the State of Ohio. The Trust shall not have any employees in any state; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee, the Co-Owner Trustee, the Trust Eligible Lender Trustee, the Depositor, the Administrator, the Master Servicer or any agent of the Trustees from having employees within or without the State of Delaware or the State of Ohio. Payment will be received by the Co-Owner Trustee only in the State of Ohio, and payments will be made by the Co-Owner Trustee only from the State of Ohio.

Section 2.10 Representations and Warranties of the Depositor. By execution of this Agreement, the Depositor makes the following representations and warranties on which the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee each relies in accepting the Trust Property in trust and issuing the Certificate:

(a) Organization and Good Standing. It has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and as such business is currently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents.

(b) Due Qualification. It is duly qualified to do business as a limited liability company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification.

(c) Power and Authority. It has the power and authority to execute and deliver this Agreement and the Basic Documents to which it is a party and to perform its obligations pursuant thereto, and the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party have been duly authorized by all necessary company action.

(d) No Consent Required. No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with its execution, delivery or performance of this Agreement and the Basic Documents to which it is a party, except for such as have been obtained, effected or made.

(e) No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents to which it is a party and the fulfillment of its obligations under this Agreement and the Basic Documents to which it is a party shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under, its certificate of formation or limited liability company agreement, or any indenture, agreement, mortgage, deed of

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trust or other instrument to which it is a party or by which it or any of its properties is bound, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, or violate any law, order, rule or regulation applicable to it of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or any of its properties.

(f) No Proceedings. There are no proceedings or investigations pending or, to its knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (i) asserting the invalidity of this Agreement or any of the Basic Documents, (ii) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (iv) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.

Section 2.11 Federal Income Tax Allocations. Net income of the Trust for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Certificateholder, as of the Record Date for such month, in an amount equal to the amount distributable for such month to such Certificateholder.

Section 2.12. Covenants of Certificateholder. The Certificateholder agrees:

(a) to be bound by the terms and conditions of the Certificate and of this Agreement, including any supplements or amendments hereto, and to perform the obligations of the Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Owner Trustee, the Co-Owner Trustee, the Trust Eligible Lender Trustee and any other future Certificateholder;

(b) to hereby appoint the Administrator as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Certificateholder with respect to this Agreement and that, if requested by the Co-Owner Trustee, it will sign such federal income tax information return in its capacity as holder of an interest in the Trust. The Certificateholder also hereby agrees that in its tax returns it will not take any position inconsistent with those taken in any tax returns filed by the Administrator on behalf of the Certificateholder;

(c) to notify the Owner Trustee and the Co-Owner Trustee of any transfer by it of the Certificate in a taxable sale or exchange, within 30 days of the date of the transfer, provided, however, that notwithstanding anything to the contrary in this Agreement, the Certificateholder shall not transfer the Certificate so long as there are any Notes outstanding unless the transfer is related to (i) the adjudication of the Certificateholder as bankrupt or insolvent, (ii) the reorganization or relief of the Certificateholder under any applicable federal or state law relating to bankruptcy, (iii) the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other

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similar official) of the Certificateholder or a substantial part of its property, or (iv) an assignment by the Certificateholder for the benefit of its creditors; and

(d) not to, for any reason, institute proceedings for the Trust to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property, or cause or permit the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee to make any assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Section 2.13. Covenants of Depositor. The Depositor agrees not to, for any reason, institute proceedings for the Trust to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property.

Section 2.14. Covenants of the Owner Trustee. To the fullest extent permitted by applicable law and except as set forth in Section 4.3, the Owner Trustee agrees not to, for any reason, institute proceedings for the Trust to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property.

Article III

The Certificate

Section 3.1. Initial Ownership. Pursuant to the contribution by the Depositor described in Section 2.5, and in the absence of the issuance of the initial Certificate, the Depositor shall be the sole beneficiary of the Trust.

Section 3.2. The Certificate. A single Certificate registered in the name of the Depositor and representing the whole beneficial interest in the Trust shall be initially issued in accordance with the provisions of Section 3.3. The Certificate shall be substantially in the form of Exhibit A to this Agreement with such changes as are necessary or appropriate and not inconsistent with this Agreement. The Certificate shall be executed by the Trust by manual or facsimile signature of any authorized signatory of the Co-Owner Trustee on behalf of the Trust. A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Owner Trustee shall be validly issued and entitled to the

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benefits of this Agreement, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Certificate.

Section 3.3. Authentication of Certificate. Simultaneously with the assignment and transfer to the Trust of the Transferred Assets (as defined in the Depositor Transfer and Sale Agreement) pursuant to the Depositor Transfer and Sale Agreement and the delivery to the Trust Eligible Lender Trustee and the Co-Owner Trustee of the Financed Student Loans and the other Trust Property, respectively, the Co-Owner Trustee shall execute the Certificate and shall cause the Certificate to be authenticated by the Authentication Agent and delivered to or upon the order of the Depositor. No Certificate shall entitle its Holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication, executed by the Authentication Agent, by manual signature; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. The Co-Owner Trustee is hereby initially appointed Authentication Agent. The Certificate shall be dated the date of its authentication.

Section 3.4. Registration of Transfer and Exchange of Certificate.

(a) The Certificate Registrar shall maintain, or cause to be maintained, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Co-Owner Trustee shall provide for the registration of the Certificate and of transfers and exchanges of the Certificate as provided in this Agreement. The Co-Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Certificate and transfers and exchanges of the Certificate as provided in this Agreement. No transfer of a beneficial interest in the Trust or a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and state securities laws, or is exempt from the registration requirements of the Securities Act and state securities laws. Further, no transfer of a beneficial interest in the Trust or Trust Certificate or any rights or benefits with respect thereto (including the right to receive distributions hereunder) shall be permitted unless the Co-Owner Trustee shall have received an opinion of counsel to the effect that such transfer will not cause the Trust to be treated for federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.

(b) Subject to the provisions of paragraph (c) of Section 2.12 of this Agreement and paragraph (e) of this Section 3.4, the Depositor, as the registered Holder of the initial single Certificate, may transfer (but solely to the extent not otherwise limited or prohibited in the Certificate or this Agreement), or exchange for other Certificates aggregating Percentage Interests equal to 100%, the initial Certificate upon surrender of such Certificate to be transferred or exchanged at the office or agency of the Co-Owner Trustee maintained pursuant to Section 3.7. Upon surrender for registration of transfer of any Certificate at the office or agency of the Co-Owner Trustee maintained pursuant to Section 3.7, the Co-Owner Trustee shall cause the Owner Trustee to execute, and the Authentication Agent shall authenticate and deliver in the name of the designated transferee, one or more new Certificates in an aggregate amount equal to the surrendered Certificate, each dated the date of authentication.

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(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Co-Owner Trustee and the Certificate Registrar, duly executed by the Holder or its attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Co-Owner Trustee in accordance with its customary practice.

(d) No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Co-Owner Trustee or the Certificate Registrar (if different from the Co-Owner Trustee) may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of a Certificate.

(e) No Certificate may be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding a Certificate, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.

Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificate. If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Owner Trustee, the Certificate Registrar (if different from the Co-Owner Trustee) and the Co-Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Certificate Registrar, the Co-Owner Trustee or the Owner Trustee that such Certificate has been acquired by a bona fide purchaser, the Co-Owner Trustee shall cause the Owner Trustee to execute, and the Authentication Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and amount. In connection with the issuance of any new Certificate under this Section 3.5, the Co-Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Co-Owner Trustee, the Owner Trustee and the Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section 3.5 shall constitute conclusive evidence of beneficial ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Section 3.6. Person Deemed Certificateholder. Prior to due presentation of a Certificate for registration of transfer, the Co-Owner Trustee, the Certificate Registrar (if different from the Co-Owner Trustee) and any agent of the Co-Owner Trustee or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the holder of such Certificate for the purpose of receiving distributions pursuant to Section 5.2 and for all other purposes whatsoever, and neither the Owner Trustee, the Co-Owner Trustee, or the Certificate Registrar nor any agent of the Owner Trustee, the Co-Owner Trustee or the Certificate Registrar shall be affected by any notice to the contrary.

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Section 3.7. Maintenance of Office or Agency.

(a) The Co-Owner Trustee shall maintain in Cincinnati, Ohio, an office or offices or agency or agencies where a Certificate may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Co-Owner Trustee in respect of such Certificate and the Basic Documents may be served. The Co-Owner Trustee initially designates its Corporate Trust Office for such purposes. The Co-Owner Trustee shall give prompt written notice to the Owner Trustee, the Depositor, the Trust Eligible Lender Trustee and the Certificateholder of any change in the location of the Certificate Register or any such office or agency.

(b) The Owner Trustee shall maintain in Wilmington, Delaware an office or offices from which it shall perform its obligations under this Agreement and at which all service of process with respect to this Agreement shall be made. The Owner Trustee initially designates its Corporate Trust Office for such purposes. The Owner Trustee shall give prompt written notice to the Co-Owner Trustee, the Depositor, the Trust Eligible Lender Trustee and the Certificateholder of any change in the location of such office or agency.

(c) The Trust Eligible Lender Trustee shall maintain in Cincinnati, Ohio an office or offices from which it shall perform its obligations under this Agreement and at which all service of process with respect to this Agreement shall be made. The Trust Eligible Lender Trustee initially designates its Corporate Trust Office for such purposes. The Trust Eligible Lender Trustee shall give prompt written notice to the Owner Trustee, the Co-Owner Trustee, the Depositor and the Certificateholder of any change in the location of such office or agency.

Section 3.8. Appointment of Paying Agent. The Paying Agent shall make distributions to the Certificateholder from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and Co-Owner Trustee (if different from the Paying Agent). Any Paying Agent (if different from the Co-Owner Trustee) shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Co-Owner Trustee (if different from the Paying Agent) may revoke such power and remove the Paying Agent if the Co-Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be U.S. Bank National Association, and any co-paying agent chosen by U.S. Bank National Association. U.S. Bank National Association shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Co-Owner Trustee and the Owner Trustee. In the event that U.S. Bank National Association shall no longer be the Paying Agent, the Co-Owner Trustee with the written consent of the Owner Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Co-Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Co-Owner Trustee to execute and deliver to the Co-Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Co-Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to such Certificateholder. The

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Paying Agent (if different from the Co-Owner Trustee) shall return all unclaimed funds to the Co-Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Co-Owner Trustee (if different from the Paying Agent). The provisions of Sections 7.1, 7.3, 7.4 and 8.2 shall apply to the Co-Owner Trustee also in its role as Paying Agent, for so long as the Co-Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Article IV

Actions by Owner Trustee,

Co-Owner Trustee and Trust Eligible Lender Trustee

Section 4.1. Restriction on Power of Certificateholder. The Certificateholder shall not have any right to vote or in any manner otherwise control the operation and management of the Trust except as expressly provided in this Agreement.

Section 4.2. Prior Notice to Certificateholder with Respect to Certain Matters. Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall take any of the following actions, unless at least 30 days before the taking of such action, the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, shall have notified the other Trustees and the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee or the Co-Owner Trustee, as the case may be, in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction:

(a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required unless such amendment would not materially adversely affect the interests of the Certificateholder, the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee; or

(b) the amendment, change or modification of the Administration Agreement, unless such amendment would not materially adversely affect the interests of the Certificateholder, the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee.

Section 4.3. Action by Certificateholder with Respect to Bankruptcy. Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall have the power to commence a voluntary proceeding in bankruptcy relating to the Trust, if otherwise permitted by applicable law, without the prior approval of the Certificateholder and the delivery to the Owner Trustee and the Co-Owner Trustee by such Certificateholder of a certificate certifying that such Certificateholder reasonably believes that the Trust is insolvent.

Section 4.4. Restrictions on Certificateholder’s Power. The Certificateholder shall not have any right by virtue or by availing itself of any provisions of this Agreement to institute any

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suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement or any Basic Document, unless the Certificateholder previously shall have given to the Owner Trustee and the Co-Owner Trustee a written notice of default and of the continuance thereof, as provided in this Agreement, and unless also the Certificateholder shall have made written request upon the Owner Trustee and the Co-Owner Trustee to institute such action, suit or proceeding in their own respective names as Owner Trustee and Co-Owner Trustee under this Agreement and shall have offered to the Owner Trustee and Co-Owner Trustee such reasonable indemnity as each may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Owner Trustee and Co-Owner Trustee, for 30 days after their receipt of such notice, request, and offer of indemnity, shall have neglected or refused to institute any such action, suit, or proceeding and during such 30-day period, no request or waiver inconsistent with such written request has been given to the Owner Trustee and Co-Owner Trustee pursuant to and in compliance with this Section or Section 6.3.

Section 4.5. Rights of Certificateholder. Notwithstanding anything to the contrary in the Basic Documents, without the prior written consent of the Certificateholder, neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall (i) remove the Administrator, (ii) initiate any claim, suit or proceeding under this Agreement or compromise any claim, suit or proceeding brought pursuant to this Agreement or (iii) authorize the merger, conversion or consolidation of the Trust with or into any statutory trust or other entity (other than in accordance with the Indenture).

Article V

Application of Trust Funds; Certain Duties

Section 5.1. Certificate Contribution Account; Certificate Distribution Account.

(a) The Co-Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain the Certificate Contribution Account, in the name of the Trust for the benefit of the Certificateholder. The Certificate Contribution Account shall be a segregated trust account hereunder established by the Co-Owner Trustee and maintained at the Corporate Trust Office of the Co-Owner Trustee. The Co-Owner Trustee shall deposit in the Certificate Contribution Account all amounts received from the Depositor pursuant to Section 2.5.

(b) The Co-Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain the Certificate Distribution Account in the name of the Trust for the benefit of the Certificateholder. The Certificate Distribution Account shall be a segregated trust account hereunder established and maintained by and with the Co-Owner Trustee at its Corporate Trust Office. The Co-Owner Trustee shall deposit in the Certificate Distribution Account all amounts received from the Indenture Trustee as and when received.

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(c) The Co-Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Contribution Account and the Certificate Distribution Account and in all proceeds of each.

(d) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested by the Co-Owner Trustee in Eligible Investments that mature not later than one Business Day prior to the Certificateholder’s Distribution Date to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Co-Owner Trustee, and such investments shall not be sold or disposed of prior to their maturity. Any investment of funds in the Certificate Distribution Account shall be made in Eligible Investments held by a financial institution with respect to which (a) such institution has noted the Co-Owner Trustee’s interest therein by book entry or otherwise and (b) a confirmation of the Co-Owner Trustee’s interest has been sent to the Co-Owner Trustee by such institution, provided that such Eligible Investments are (i) specific certificated securities, and (ii) either (A) in the possession of such institution or (B) in the possession of a clearing corporation in New York, registered in the name of such clearing corporation, not endorsed for collection or surrender or any other purpose not involving transfer, not containing any evidence of a right or interest inconsistent with the Co-Owner Trustee’s interest therein, and held by such clearing corporation in an account of such institution. Subject to the other provisions hereof, the Co-Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Co-Owner Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Co-Owner Trustee in a manner which complies with this Section 5.1. All interest, gains upon sale and other income from, or earnings on investment of funds in the Certificate Distribution Account shall be distributed on the next Certificateholder’s Distribution Date pursuant to Section 5.2.

Section 5.2. Application of Funds in Certificate Distribution Account and Certificate Contribution Account.

(a) On each Certificateholder’s Distribution Date, the Co-Owner Trustee shall distribute, first, to the Indenture Trustee the aggregate amount of any Deferred Successor Master Servicer Fee (as such term is defined in the Master Servicing Agreement) and any Deferred Successor Administrator Fee (as such term is defined in the Administration Agreement), and, second, to the Certificateholder the Certificateholder’s pro rata amount of the aggregate undistributed amounts deposited in the Certificate Distribution Account pursuant to Section 5.1.

(b) On each Certificateholder’s Distribution Date, the Co-Owner Trustee shall send to the Certificateholder any statement received from the Indenture Trustee pursuant to the Indenture.

In the event that any withholding tax is imposed on the Co-Owner Trustee’s distribution (or allocations of income) to the Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Co-Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to such Certificateholder sufficient funds for the payment of any tax that is legally owed on account of the

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Trust (but such authorization shall not prevent the Co-Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to such Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Co-Owner Trustee may, in its sole discretion, withhold such amounts in accordance with this paragraph (b). In the event that such Certificateholder wishes to apply for a refund of any such withholding tax, the Co-Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Co-Owner Trustee for any out-of-pocket expenses incurred.

(c) On any Business Day on which there are due and payable organizational, start-up and transactional expenses pursuant to this Agreement, the Co-Owner Trustee shall, to the extent of available amounts in the Certificate Contribution Account, pay such expenses from the Certificate Contribution Account; provided, however, that if an insufficiency in the Certificate Contribution Account exists or would exist upon payment of such expenses, the Co-Owner Trustee shall notify the Depositor in writing of such insufficiency and the Depositor shall immediately pay to the Co-Owner Trustee an amount at least equal to such insufficiency. To the extent that there are amounts on deposit in the Certificate Distribution Account pending distribution on any such Business Day, the Co-Owner Trustee, with the consent of the Certificateholder, may transfer a portion or all of such amounts from the Certificate Distribution Account to the Certificate Contribution Account and such amounts shall be applied to the payment of the expenses payable from amounts in the Certificate Contribution Account.

Section 5.3. Method of Payment. Subject to Section 9.1(c), distributions required to be made to the Certificateholder on any Certificateholder’s Distribution Date shall be made to such Certificateholder of record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and the amount of such distribution is not less than $50,000 or, if not, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register.

Section 5.4. No Segregation of Moneys; No Interest. Subject to Sections 5.1 and 5.2, moneys received by the Co-Owner Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Co-Owner Trustee shall not be liable for any interest thereon.

Section 5.5. Accounting; Reports; Tax Returns.

(a) The Administrator has agreed pursuant to the Administration Agreement that the Administrator shall (i) maintain (or cause to be maintained) the books of the Trust on a fiscal year basis on the accrual method of accounting (such fiscal year initially being the fiscal year of the Depositor), (ii) deliver to the Certificateholder, as may be required by the Code and applicable

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Treasury Regulations, such information as may be required to enable such Certificateholder to prepare its Federal and state income tax returns, (iii) file or cause to be filed such tax returns, if any, relating to the Trust, and direct the Co-Owner Trustee to make such elections as may from time to time be required or appropriate under any applicable state or Federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as a “disregarded entity,” (iv) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(b) with respect to income or distributions to the Certificateholder, and (v) file or cause to be filed all documents required to be filed by the Co-Owner Trustee with the Commission and otherwise take or cause to be taken all such actions as are required for the Trust’s compliance with all applicable provisions of state and federal securities laws.

(b) The Co-Owner Trustee shall make all elections pursuant to this Section 5.5 as directed in writing by the Certificateholder.

(c) The Co-Owner Trustee shall sign any tax returns relating to the Trust, unless applicable law requires the Certificateholder to sign such documents, in which case such documents shall be signed by the Certificateholder qualified to sign such return, or such Certificateholder’s law agent or attorney-in-fact. In signing any such tax return, the Co-Owner Trustee shall rely entirely upon, and shall have no liability for, information or calculations provided by the Administrator.

Article VI

Authority and Duties of Owner Trustee,

Co-Owner Trustee and Trust Eligible Lender Trustee

Section 6.1. General Authority. The Co-Owner Trustee is authorized and directed to execute and deliver on behalf of the Trust, and the Co-Owner Trustee authorizes and directs the Trust Eligible Lender Trustee to execute, not in its individual capacity but solely as eligible lender trustee for the benefit of the Trust, and deliver, the Basic Documents to which the Trust and the Trust Eligible Lender Trustee is to be a party and each certificate or other document attached as an exhibit to, or contemplated by, the Basic Documents to which the Trust is to be a party and any amendment thereto. In addition to the foregoing, the Co-Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Co-Owner Trustee is further authorized hereunder to enter into the Administration Agreement, to appoint, with the prior written consent of the Depositor, a successor Administrator and to take from time to time such action as the Administrator recommends with respect to the Basic Documents so long as such actions are consistent with the terms of the Basic Documents.

Section 6.2. General Duties. It shall be the duty of the Co-Owner Trustee (and not the Owner Trustee) to discharge (or cause to be discharged through the Administrator or such agents as shall be appointed by the Administrator) all of its responsibilities pursuant to the terms of this Agreement and the Basic Documents and to administer the Trust in the interest of the Certificateholder, subject to the Basic Documents and in accordance with the provisions of this

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Agreement. Notwithstanding the foregoing, the Co-Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Administrator has agreed in the Administration Agreement, or the Trust Eligible Lender Trustee has agreed in the Trust Eligible Lender Trust Agreement, to perform any act or to discharge any duty of the Co-Owner Trustee hereunder or under any Basic Document, and the Co-Owner Trustee shall not be liable for the default or failure of the Administrator or the Trust Eligible Lender Trustee, as the case may be, to carry out its obligations under the Administration Agreement or Trust Eligible Lender Trust Agreement, respectively.

Section 6.3. Action upon Instruction.

(a) Subject to Article IV of this Agreement, the Administrator (the “Instructing Party”) shall have the exclusive right to direct the actions of the Co-Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent with the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Co-Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents.

(b) Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall be required to take any action hereunder or under any Basic Document if they, or any one of them, shall have reasonably determined, or shall have been advised by counsel, that such action is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.

(c) Whenever the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee, the Co-Owner Trustee or the Co-Owner Eligible Lender acts in good faith in accordance with any written instruction received from the Instructing Party, neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee, as the case may be, shall be liable on account of such action to any Person. If the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder, and shall have no liability to any Person for such action or inaction.

(d) In the event that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee is required to take with respect to a particular set of facts, the

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Owner Trustee, the Co-Owner Trustee, or the Trust Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction and, to the extent that the Owner Trustee, the Co-Owner Trustee and/or the Trust Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall be liable on account of such action or inaction to any Person. If the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder, and shall have no liability to any Person for such action or inaction.

Section 6.4. No Duties Except as Specified in this Agreement or in Instructions. Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Trust Property, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which any one of them is a party, except as expressly provided by the terms of this Agreement (including as provided in Section 6.2), in any Basic Document or in any written instruction received by the Co-Owner Trustee or Trust Eligible Lender Trustee pursuant to Section 6.3; and no implied duties or obligations shall be read into this Agreement or any Basic Document against the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee. Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall have any responsibility for preparing, monitoring or filing any financing or continuation statements in any public office at any time or otherwise to perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement or any Basic Document. Each of the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee, nevertheless, agrees that it will, at its own cost and expense (and not at the expense of the Trust), promptly take all action as may be necessary to discharge any liens on any part of the Trust Property that are attributable to claims against the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee in its individual capacity, respectively, that are not related to the ownership or the administration of the Trust Property.

Section 6.5. No Action Except under Specified Documents or Instructions. Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall manage, control, use, sell, dispose of or otherwise deal with any part of, the Trust Property except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, respectively, pursuant to this Agreement, or, in the case of the Trust Eligible Lender Trustee, the Trust Eligible Lender Trust Agreement, (ii) in accordance with the Basic Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, respectively, pursuant to Section 6.3 or Section 6.4.

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Section 6.6. Restrictions. Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall take any action (i) that is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) that, to the actual knowledge of the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee would result in the Trust’s becoming taxable as a corporation for Federal income tax purposes. The Certificateholder shall not direct the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee to take action that would violate the provisions of this Section.

Section 6.7. Administration Agreement.

(a) The Administrator is authorized to execute on behalf of Co-Owner Trustee as trustee of the Trust all documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Co-Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon written request, the Co-Owner Trustee shall execute and deliver to the Administrator a power of attorney appointing the Administrator its agent and attorney-in-fact to execute all such documents, reports, filings, instruments, certificates and opinions.

(b) If the Administrator shall resign or be removed pursuant to the terms of the Administration Agreement, the Co-Owner Trustee may, and is hereby authorized and empowered to, subject to obtaining the prior written consent of the Depositor, appoint or consent to the appointment of a successor Administrator pursuant to the Administration Agreement.

(c) If the Administration Agreement is terminated, the Co-Owner Trustee may, and is hereby authorized and empowered to, subject to obtaining the prior written consent of the Depositor, appoint or consent to the appointment of a Person to perform substantially the same duties as are assigned to the Administrator in the Administration Agreement pursuant to an agreement containing substantially the same provisions as are contained in the Administration Agreement.

(d) The Co-Owner Trustee shall promptly notify the Certificateholder of any default by or misconduct of the Administrator under the Administration Agreement of which the Co-Owner Trustee has received written notice or of which a Responsible Officer has actual knowledge.

Article VII

Concerning the Owner Trustee, the Co-Owner Trustee

and the Trust Eligible Lender Trustee

Section 7.1. Acceptance of Owner Trustee, Co-Owner Trustee and Trust Eligible Lender Trustee; Duties. Each of the Owner Trustee and the Co-Owner Trustee accepts the trusts hereby created and the Trust Eligible Lender Trustee accepts the duties and obligations herein contained and each of the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee agrees to perform its respective duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Co-Owner Trustee also agrees to disburse all moneys actually

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received by it constituting part of the Trust Property upon the terms of the Basic Documents and this Agreement. Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall be answerable or accountable hereunder or under any Basic Document under any circumstances, except that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, shall be answerable or accountable hereunder (i) for its own willful misconduct or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty given by it contained in Section 7.3, (iii) for liabilities arising from its failure to perform obligations expressly undertaken by it in the last sentence of Section 6.4, (iv) for any investments issued by it or any branch or affiliate thereof in its commercial capacity, and (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by it in connection with any of the transactions contemplated by this Agreement or any Basic Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(a) neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall be liable for any error of judgment made in good faith by an authorized officer of the Owner Trustee or the Co-Owner Trustee, respectively;

(b) neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall be liable with respect to any action taken or omitted to be taken by either in good faith in accordance with the instructions of the Instructing Party;

(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee, the Co-Owner Trustee and/or the Trust Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of its rights or powers hereunder or under any Basic Document if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to them;

(d) under no circumstances shall the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee be liable for indebtedness evidenced by or arising under this Agreement or any of the Basic Documents, including the principal of and interest and any carryover interest on the Notes;

(e) neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or each other hereunder or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Property or for or in respect of the validity or sufficiency of the Basic Documents, other than with respect to the Co-Owner Trustee, the certificate of authentication on a Certificate, and neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall in any event assume or incur any liability, duty, or obligation to each other, the Administrator, the Indenture Trustee, any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the Basic Documents;

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(f) neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall be liable for the default or misconduct of each other, the Administrator, the Indenture Trustee or the Depositor under any of the Basic Documents or otherwise and neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall have any obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, by the Indenture Trustee under the Indenture or by the Master Servicer under the Master Servicing Agreement; and

(g) neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall be under any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Instructing Party, unless such Instructing Party has offered to it security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by it therein or thereby. The right of the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall be answerable for other than its own gross negligence or willful misconduct in the performance of any such act.

(h) The Owner Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Delaware Statutory Trust Act that the Trust have at least one trustee with a principal place of business in the State of Delaware. It is understood and agreed by the parties hereto that the Owner Trustee shall have none of the duties or liabilities of the Co-Owner Trustee. The duties of the Owner Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State that the Owner Trustee is required to execute under Section 3811 of the Statutory Trust Act. To the extent that, at law or in equity, the Owner Trustee has duties (including fiduciary duties) and liabilities relating to the Trust or the Certificateholder, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement. The Owner Trustee shall have no liability for the acts or omissions of the Co-Owner Trustee, the Trust Eligible Lender Trustee or the Administrator.

Section 7.2. Furnishing of Documents. The Co-Owner Trustee shall furnish to the Certificateholder promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to it under the Basic Documents unless such Certificateholder has previously received such items.

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Section 7.3. Representations and Warranties.

(a) The Owner Trustee hereby represents and warrants to the Depositor and the Certificateholder that:

(i) It is a banking corporation duly organized and validly existing in good standing under the laws of State of Delaware. It has all requisite corporate power and authority and all franchises, grants, authorizations, consents, orders and approvals from all governmental authorities necessary to execute, deliver and perform its obligations under this Agreement.

(ii) It has taken all corporate action necessary to authorize the execution and delivery by it, not in its individual capacity but solely as trustee of the Trust, of this Agreement and the Certificate, and this Agreement has been executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(iii) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any lien, charge or encumbrance on the Trust Property resulting from actions by or claims against the Owner Trustee individually that are unrelated to this Agreement or the Basic Documents.

(b) The Co-Owner Trustee hereby represents and warrants to the Depositor and the Certificateholder that:

(i) It is a banking corporation duly organized and validly existing in good standing under the laws of the State of Ohio. It has all requisite corporate power and authority and all franchises, grants, authorizations, consents, orders and approvals from all governmental authorities necessary to execute, deliver and perform its obligations under this Agreement and each Basic Document to which it, not in its individual capacity but solely as co-owner trustee of the Trust, is a party.

(ii) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement and each Basic Document to which it, not in its individual capacity but solely as trustee of the Trust, is a party, and this Agreement and each Basic Document will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement and each Basic Document on its behalf.

(iii) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Ohio law, governmental rule or regulation governing the banking or trust powers of the Co-Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party

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or by which any of its properties may be bound or result in the creation or imposition of any lien, charge or encumbrance on the Trust Property resulting from actions by or claims against the Co-Owner Trustee individually that are unrelated to this Agreement or the Basic Documents.

(c) The Trust Eligible Lender Trustee hereby represents and warrants to the Depositor, the Co-Owner Trustee and the Certificateholder that:

(i) It is a banking corporation duly organized and validly existing in good standing under the laws of the State of Ohio. It has all requisite corporate power and authority and all franchises, grants, authorizations, consents, orders and approvals from all governmental authorities necessary to execute, deliver and perform its obligations under this Agreement and each Basic Document to which it, not in its individual capacity but solely as eligible lender trustee for the benefit of the Co-Owner Trustee, is a party.

(ii) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement and each Basic Document to which it, not in its individual capacity but solely as trustee of the Trust, is a party, and this Agreement and each Basic Document will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement and each Basic Document on its behalf.

(iii) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Ohio law, governmental rule or regulation governing the banking or trust powers of the Trust Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any lien, charge or encumbrance on the Trust Property resulting from actions by or claims against the Trust Eligible Lender Trustee individually that are unrelated to this Agreement or the Basic Documents.

(iv) It is and will use its best efforts to remain an Eligible Lender.

Section 7.4. Reliance; Advice of Counsel.

(a) Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee, the Co-Owner Trustee and the Trust

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Eligible Lender Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee, the Co-Owner Trustee and Trust Eligible Lender Trustee, respectively, for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and the performance of its respective duties and obligations under this Agreement or the Basic Documents, each of the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with it, and neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by it with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it. Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such persons and not contrary to this Agreement or any Basic Document.

Section 7.5. Not Acting in Individual Capacity.

(a) Except as provided in this Article VII, in accepting the trusts hereby created, Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Trust Property for payment or satisfaction thereof.

(b) Except as provided in this Article VII, in accepting the trusts hereby created, U.S. Bank National Association acts solely as Co-Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Co-Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Trust Property for payment or satisfaction thereof.

(c) Except as provided in this Article VII, in accepting the duties and obligations herein contained, Fifth Third Bank acts solely as Trust Eligible Lender Trustee hereunder and not in its individual capacity all Persons having any claim against the Trust Eligible Lender Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Trust Property for payment or satisfaction thereof.

Section 7.6. Owner Trustee Not Liable for Certificate, Notes or Financed Student Loans. The recitals contained herein and in each Certificate (other than the signature of the Co-Owner Trustee, as Authentication Agent, on each Certificate) shall be taken as the statements of the Depositor, and neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee assumes any responsibility for the correctness thereof. Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee makes any representations as to the validity or sufficiency of this Agreement, of any Basic Document or of the Certificate (other than

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representations of the Co-Owner Trustee, as Authentication Agent, regarding its signature on the certificate of authentication on the Certificate) or the Notes, or of any Financed Student Loan or related documents. Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Financed Student Loan, or the perfection and priority of any security interest created under the Indenture in any Financed Student Loan or the maintenance of any such perfection and priority of any such security interest or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Property or its ability to generate the payments to be distributed to the Certificateholder under this Agreement or the Noteholders under the Indenture, including, without limitation: the existence, status and ownership of any Financed Student Loan; the existence and enforceability of any insurance or guarantee thereon; the existence and status of any Financed Student Loan on any computer or other record thereof; the validity of the sale or assignment of any Financed Student Loan originated under the Act to the Trust Eligible Lender Trustee or of any intervening sale or assignment; the validity or sufficiency of any Guarantee; the completeness of any Financed Student Loan; the performance or enforcement of any Financed Student Loan; the compliance by the Administrator or the Master Servicer with any warranty or representation made under any Basic Document or in any other related document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Master Servicer taken in the name of the Trust, the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee.

Section 7.7. Owner Trustee, Co-Owner Trustee and Trust Eligible Lender Trustee May Own Certificate and Notes. The Owner Trustee in its individual or any other capacity, the Co-Owner Trustee in its individual or any other capacity, and the Trust Eligible Lender Trustee in its individual or any other capacity, or any one of them, may become the owner or pledgee of a Certificate or Notes and may deal with the Depositor, the Indenture Trustee, any Guarantee Agency and the Master Servicer in banking or other transactions with the same rights as it would have if it were not Owner Trustee, Co-Owner Trustee or Trust Eligible Lender Trustee, respectively.

Article VIII

Compensation of Owner Trustee,

the Co-Owner Trustee and Trust Eligible Lender Trustee

Section 8.1. Fees and Expenses of Owner Trustee, Co-Owner Trustee and Trust Eligible Lender Trustee.

(a) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Depositor and the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the Depositor for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may

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reasonably determine are necessary to employ in connection with the exercise and performance of its rights and its duties hereunder.

(b) The Co-Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Depositor and the Co-Owner Trustee, and the Co-Owner Trustee shall be entitled to be reimbursed by the Depositor for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Co-Owner Trustee may reasonably determine are necessary to employ in connection with the exercise and performance of its rights and its duties hereunder.

(c) The Trust Eligible Lender Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Depositor and the Trust Eligible Lender Trustee, and the Trust Eligible Lender Trustee shall be entitled to be reimbursed by the Depositor for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Trust Eligible Lender Trustee may reasonably determine are necessary to employ in connection with the exercise and performance of its rights and its duties hereunder.

Section 8.2. Indemnification. The Depositor shall be liable as primary obligor for, and shall indemnify each of the Owner Trustee in its individual capacity and its successors, assigns, agents and servants, the Co-Owner Trustee in its individual capacity and its successors, assigns, agents and servants and any other co-trustee and the Trust Eligible Lender Trustee in its individual capacity and its successors, assigns, agents and servants and any other co-trustee (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”) which may, at any time, be imposed on, incurred by, or asserted against the Owner Trustee, the Co-Owner Trustee, the Trust Eligible Lender Trustee or any other Indemnified Party in any way relating to or arising out of this Agreement, the Basic Documents, the Trust Property, the administration of the Trust Property or the action or inaction of the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee hereunder; provided, however, that the Depositor shall not be liable for or required to indemnify the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.1; and, provided further that, notwithstanding anything in this Agreement to the contrary, the indemnification provided herein shall be payable solely from the Trust Property. The indemnification contained in this Section shall survive the termination of the Trust and the resignation or termination of the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, or any of them, or the termination of this Agreement.

Section 8.3. Non-recourse Obligations. Notwithstanding anything in this Agreement or any Basic Document to the contrary, each of the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee agrees in its individual capacity and in its respective capacity as Owner Trustee, Co-Owner Trustee or Trust Eligible Lender Trustee of the Trust that all obligations under this Agreement to the Owner Trustee, the Co-Owner Trustee or the Trust

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Eligible Lender Trustee, individually or as Trustees, respectively, of the Trust shall be recourse to the Trust Property only and specifically shall not be recourse to the assets of the Certificateholder.

Article IX

Termination

Section 9.1. Termination of the Trust.

(a) This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and terminate and be of no further force or effect and the Trust Property shall, subject to compliance with Section 3808 of the Delaware Statutory Trust Act, be distributed to the Certificate holder in accordance with the terms of this Agreement and the Basic Documents by the Co-Owner Trustee upon the later to occur of (i) the maturity or other liquidation of the last Financed Student Loan (including the auction sale by the Indenture Trustee of the remaining Financed Student Loans in the Trust as described in the Indenture and the subsequent distribution of amounts in respect of such auction sale as provided in the Indenture and the other Basic Documents) and (ii) the payment to the Noteholders of all amounts payable pursuant to the Indenture. Upon the dissolution of the Trust, after paying or making reasonable provision for the payment of all liabilities of the Trust in accordance with applicable law, the Co-Owner Trustee shall file a certificate of cancellation with the Delaware Secretary of State.

(b) Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust.

(c) Within five Business Days of receipt by the Co-Owner Trustee of notice from the Indenture Trustee given pursuant to Section 10.01 of the Indenture of final distribution to the Co-Owner Trustee of amounts held under the Indenture, the Co-Owner Trustee shall mail written notice to the Certificateholder, specifying (i) the Certificateholder’s Distribution Date upon which final distribution of amounts received hereunder shall be made upon presentation and surrender of such Certificateholder’s Certificate at the office of the Paying Agent therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Certificateholder’s Distribution Date is not applicable, payments being made only upon presentation and surrender of such Certificate at the office of the Paying Agent therein specified. The Co-Owner Trustee shall give such notice to the Certificate Registrar (if different from the Co-Owner Trustee) at the time such notice is given to such Certificateholder. In the event such notice is given, the Co-Owner Trustee shall make deposits into the Certificate Distribution Account in accordance with Section 5.1(a). Upon presentation and surrender of the Certificate, the Paying Agent shall cause to be distributed to such Certificateholder the amount distributable on such Certificateholder’s Distribution Date pursuant to Section 5.2.

(d) In the event that the Certificateholder shall not surrender its Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Co-Owner Trustee shall give a second written notice to such Certificateholder to surrender its

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Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Co-Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact such Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Any funds that are payable to the Certificateholder remaining in the Trust after exhaustion of such remedies shall, to the fullest extent permitted by law, be distributed by the Co-Owner Trustee to the Certificateholder (but only upon termination of this Agreement), and such Certificateholder, by acceptance of its Certificate, hereby waives any rights with respect to such funds.

Article X

Successor Owner Trustees,

Co-Owner Trustees and Trust Eligible Lender Trustees

Section 10.1. Eligibility Requirements for Owner Trustee, Co-Owner Trustee and Trust Eligible Lender Trustee.

(a) The Owner Trustee shall at all times be a banking or trust corporation (i) meeting the requirements of Section 3807(a) of the Delaware Statutory Trust Act, (ii) authorized to exercise corporate trust powers in the State of Delaware; (iii) having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State authorities; and (iv) having (or having a parent which has) a rating of at least investment grade by the Rating Agencies. If such corporation shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

(b) Each of the Co-Owner Trustee and the Trust Eligible Lender Trustee shall at all times be a trust company or bank having the powers of a trust company within the state in which the principal office of the Administrator is located, organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia and have a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities. In addition, the Trust Eligible Lender Trustee shall at all times be an Eligible Lender.

Section 10.2. Resignation or Removal of Owner Trustee, Co-Owner Trustee and Trust Eligible Lender Trustee.

(a) The Owner Trustee or the Co-Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other two Trustees

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hereunder, the Certificateholder, the Depositor (if different from the Certificateholder) and the Indenture Trustee at least 30 days before the date specified in such instrument. If the Trust Eligible Lender Trustee resigns or is discharged from the trusts created by the Trust Eligible Lender Trust Agreement, the Trust Eligible Lender Trustee (i) shall give written notice thereof to the other two Trustees hereunder, the Certificateholder, the Depositor (if different from the Certificateholder) and the Indenture Trustee at least 30 days before the effective date of such resignation and (ii) shall be deemed to have resigned from its obligations hereunder and shall be replaced by a Successor Trustee appointed pursuant to this Section 10.2; provided, however, that the Successor Trustee to be appointed shall have executed and delivered an eligible lender trust agreement with the Co-Owner Trustee if any of the Trust Property consists of Financed Student Loans originated under the Act. Upon receiving such notice of resignation, the Certificateholder, with the consent of the non-resigning Trustee of the Trust shall promptly appoint a successor Owner Trustee, Co-Owner Trustee or Trust Eligible Lender Trustee, as applicable (any successor appointed under any provision of this Section 10.2, solely for purposes of this Section 10.2 and Section 10.3, a “Successor Trustee”), meeting the qualifications set forth in Section 10.1(a) or (b), as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the Successor Trustee, provided that the Depositor shall have received Rating Agency Confirmation regarding the proposed appointment. If no Successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee, either of the non-resigning Trustees or the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a Successor Trustee.

(b) If (i) at any time the Owner Trustee, the Co-Owner Trustee and/or the Trust Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of Section 10.1(a) or (b), as applicable, and shall fail to resign after written request therefor by either of the other Trustees, the Certificateholder or the Indenture Trustee, (ii) at any time the Owner Trustee, the Co-Owner Trustee and/or the Trust Eligible Lender Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee, the Co-Owner Trustee and/or the Trust Eligible Lender Trustee, or of the respective property of any of them, shall be appointed, or any public officer shall take charge or control of the Owner Trustee, the Co-Owner Trustee and/or the Trust Eligible Lender Trustee, or of the respective property or affairs of any one or all of them, for the purpose of rehabilitation, conservation or liquidation, or (iii) the Certificateholder elects in its sole discretion to remove the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee for any reason (in each case such Trustee for the purposes of this paragraph is hereafter referred to as a “Disqualified Trustee” and a Trustee not meeting the description of a Disqualified Trustee, a “Qualified Trustee”), then either of the Qualified Trustees, if any, or the Certificateholder may remove such Disqualified Trustee. If either of the Qualified Trustees or the Certificateholder shall remove the Disqualified Trustee under the authority of the immediately preceding sentence, the Certificateholder shall promptly appoint a Successor Trustee meeting the qualification requirements of Section 10.1 by written instrument, in triplicate, one copy of which instrument shall be delivered to the Disqualified Trustee so removed and one copy to the Successor Trustee and Qualified Trustees, if any, and shall make payment of all fees owed to the outgoing Disqualified Trustee.

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(c) Any resignation or removal of the Owner Trustee, the Co-Owner Trustee and/or the Trust Eligible Lender Trustee and appointment of a Successor Trustee pursuant to any of the provisions of this Section shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Trustee have been paid and until acceptance of appointment by the Successor Trustee pursuant to Section 10.3.

Section 10.3. Successor Trustee.

(a) Any Successor Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the remaining Trustees, if any, to the Certificateholder and to its predecessor (solely for purposes of this Section 10.3, the “Predecessor Trustee”) an instrument accepting such appointment under this Agreement and, if the Successor Trustee is the Trust Eligible Lender Trustee, an eligible lender trust agreement between itself and the Co-Owner Trustee, and thereupon the resignation or removal of the Predecessor Trustee shall become effective and such Successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its Predecessor Trustee under this Agreement, with like effect as if originally named as Owner Trustee, Co-Owner Trustee or Trust Eligible Lender Trustee, as applicable. The Predecessor Trustee shall deliver to the Successor Trustee all documents and statements and moneys, if any, held by it under this Agreement; and the Certificateholder, the remaining Trustee and the Predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the Successor Trustee all such rights, powers, duties and obligations.

(b) No Successor Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such Successor Trustee shall be eligible to become the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, pursuant to Section 10.1.

(c) Upon acceptance of appointment by a Successor Trustee pursuant to this Section, the Certificateholder shall give notice by first class mail of the name and address and telecopy number of the Successor Trustee to the Indenture Trustee, the Noteholders and the Rating Agencies. If the Certificateholder shall fail to mail such notice within 10 days after acceptance of appointment by the Successor Trustee, the Successor Trustee shall cause such notice to be mailed at the expense of the Certificateholder.

Section 10.4. Merger or Consolidation of Owner Trustee, Co-Owner Trustee or Trust Eligible Lender Trustee. Any corporation into which the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, shall be the successor of the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, hereunder, provided such corporation shall be eligible pursuant to the applicable provisions of Section 10.1, without the execution or filing of

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any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, and provided further that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, shall mail notice of such merger or consolidation to the Rating Agencies.

Section 10.5. Appointment of Additional Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property, including, without limitation, any Financed Student Loan, may at the time be located, the Administrator and the Co-Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, or separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity, such title to the Trust Property, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Co-Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Co-Owner Trustee shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.1; provided, however, that such co-trustee with or separate trustee from the Trust Eligible Lender Trustee shall be an Eligible Lender.

(b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties, and obligations conferred or imposed upon the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, shall be conferred upon and exercised or performed by the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust Property or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable;

(ii) no Trustee under this Agreement shall be personally liable by reason of any act or omission of any other Trustee under this Agreement; and

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(iii) the Administrator and the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable. Each such instrument shall be filed with the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, and a copy thereof given to the Administrator and the Certificateholder.

(d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, to the extent permitted by law, without the appointment of a new or successor trustee.

Article XI

Miscellaneous Provisions

Section 11.1. Amendment.

(a) This Agreement may be amended by the Certificateholder, the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee, without the consent of the Depositor (if other than the Certificateholder) or Noteholders, (i) to cure any ambiguity or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Certificateholder or any Noteholder.

(b) This Agreement may also be amended from time to time by the Certificateholder (without the consent of the Depositor if other than the Certificateholder), the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee and, if such amendment materially and

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adversely affects the interests of Noteholders, the consent of a majority of the Directing Notes (which consent of any Noteholder given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such holders and on any holder of any Certificate or Note issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon the Certificate or Note) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Certificateholder or holder of a Note; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Financed Student Loans or distributions that shall be required to be made on any Note or (ii) reduce the aforesaid percentage required to consent to any such amendment or any waiver hereunder, without the consent of the holders of all the Notes then outstanding.

(c) Prior to the execution of any such amendment or consent, the Certificateholder shall furnish written notification of the substance of such amendment or consent to each Rating Agency. Any such amendment or consent shall be subject to the Rating Agency Condition.

(d) Promptly after the execution of any such amendment or consent, the Co-Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee unless such party has previously received such notification.

(e) It shall not be necessary for the consent of the Noteholders pursuant to Section 11.1(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Co-Owner Trustee may prescribe, including the establishment of record dates.

(f) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s, the Co-Owner Trustee’s or the Trust Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Section 11.2. No Recourse. The Certificateholder by accepting a Certificate acknowledges that such Certificateholder’s Certificate represents such Certificateholder’s beneficial interest in the Trust only and does not represent interests in or obligations of the Depositor, the Administrator, the Master Servicer, the Owner Trustee, the Co-Owner Trustee, the Trust Eligible Lender Trustee, the Indenture Trustee or any affiliate of any of the foregoing and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, in each Certificate or in the Basic Documents.

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Section 11.3. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof and the obligations, rights and remedies of the parties under this Agreement shall be determined in accordance with such laws; provided, however, that the parties hereto intend that the provisions hereof shall control over any contrary or limiting statutory or common law of the State of Delaware and that, to the maximum extent permitted by applicable law, there shall not be applicable to the Trust, the Trustees or this Agreement any provisions of the laws (statutory or common) of the State of Delaware pertaining to trusts that relate to or regulate in a manner inconsistent with the terms hereof: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures between income and principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees that are inconsistent with the limitations on liability or authorities and powers of the Trustees set forth or referenced in this Agreement. Sections 3540 and 3561 of Title 12 of the Delaware Code shall not apply to the Trust.

Section 11.4. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of any Certificate or the rights of the Holder thereof.

Section 11.5. Certificate Nonassessable and Fully Paid. The Certificateholder shall not be personally liable for obligations of the Trust, the undivided beneficial interest in the assets of the Trust, whether fractional or whole, represented by a Certificate shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and each Certificate upon execution thereof by the Owner Trustee and authentication thereof by the Authentication Agent, in each case pursuant to Section 3.3, are and shall be deemed fully paid and nonassessable.

Section 11.6. Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as otherwise provided in this Agreement, no other Person shall have any right or obligation hereunder.

Section 11.7. Counterparts. For the purpose of facilitating its execution and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of

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which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Section 11.8. Notices. All demands, notices and communications under this Agreement shall be in writing, personally delivered or mailed by certified mail-return receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case of the Depositor, at the following address: Education Funding Capital I, LLC, 6 East Fourth Street, Suite 310A, Cincinnati, Ohio 45202, Attention: Perry D. Moore, (b) in the case of the Owner Trustee and the Co-Owner Trustee and the Trust Eligible Lender Trustee, at their respective Corporate Trust Office, (c) in the case of the Trust Eligible Lender Trustee, at the following address: Fifth Third Bank, MD 10903B, Cincinnati, OH 45263, Attention: Asset Securitization and (d) in the case of the Administrator, at the following address: Education Lending Services, Inc., 6 East Fourth Street, Suite 300, Cincinnati, Ohio 45202, Attention: Perry Moore, such other address as shall be designated by any such party in a written notice to the other parties. Notwithstanding the foregoing, any notice required or permitted to be mailed to the Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register.

[Remainder of page intentionally left blank – signatures begin on next page]

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers as of the day and year first above written.

EDUCATION FUNDING CAPITAL I, LLC, (“Depositor and sole initial “Certificateholder”)
By:	/s/    PERRY D. MOORE
Name:	Perry D. Moore
Title:	Executive Vice President-Finance

WILMINGTON TRUST COMPANY, acting hereunder not in its individual capacity, but solely as trustee under this Trust Agreement (“Owner Trustee”)
By:	/s/    KATHLEEN A. PEDELINI
Name:	Kathleen A. Pedelini
Title:	Financial Services Officer

U.S. BANK NATIONAL ASSOCIATION, acting hereunder not in its individual capacity, but solely as trustee under this Trust Agreement (“Co-Owner Trustee”)
By:	/s/    DANIEL R. BLEY
Name:	Daniel R. Bley
Title:	Vice President and Trust Officer

Acknowledged and Agreed to:	FIFTH THIRD BANK, not in its individual capacity, but solely as eligible lender trustee under the Trust Eligible Lender Trust Agreement for the benefit of the Trust (“Trust Eligible Lender Trustee”)
	By:	/s/    CRAIG TULEY
	Name:	Craig Tuley
	Title:	Vice President

Trust Agreement

EXHIBIT A

FORM OF CERTIFICATE

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(l)-(3) UNDER THE ACT THAT PURCHASES FOR ITS OWN ACCOUNT, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT.

THIS CERTIFICATE MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY. FURTHER, THIS CERTIFICATE MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE.

THIS CERTIFICATE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY.

Percentage Interest: 100%

Education Funding Capital Trust-IV

EDUCATION LOAN ASSET-BACKED TRUST CERTIFICATE

evidencing the undivided beneficial Percentage Interest set forth above

in the Trust, as defined below, the property of which includes a pool of

student loans transferred to and deposited in the Trust by Education Funding Capital I, LLC

and Fifth Third Bank, as eligible lender trustee on behalf of

Education Funding Capital I, LLC

THIS CERTIFIES THAT                      is the registered owner of the Percentage Interest set forth above in the Education Funding Capital Trust-IV (the “Trust”), a statutory trust formed under the laws of the State of Delaware by Education Funding Capital I, LLC (the “Depositor”). The Trust was created pursuant to a Trust Agreement dated as of April 2, 2004 among the Depositor, Wilmington Trust Company, a Delaware banking corporation, as

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Trust Agreement

owner trustee under the Original Trust Agreement and U.S. Bank National Association, as co-owner trustee under the Original Trust Agreement.

The Original Trust Agreement was amended and restated in its entirety by the Amended and Restated Trust Agreement dated as of May 1, 2004 (the “Trust Agreement”) among the Depositor, Wilmington Trust Company, a Delaware banking corporation, as owner trustee under the Trust Agreement (the “Owner Trustee”), and U.S. Bank National Association, a national banking association, as co-owner trustee under the Trust Agreement (the “Co-Owner Trustee”), and acknowledged and agreed to by Fifth Third Bank, an Ohio banking corporation, not in its individual capacity, but solely in its capacity as trust eligible lender trustee under the Trust Agreement (the “Trust Eligible Lender Trustee” and collectively with the Owner Trustee and the Co-Owner Trustee, the “Trustees”).

A summary of certain of the pertinent provisions of the Trust Agreement is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to them in the Trust Agreement. The rules as to usage set forth in the Trust Agreement shall also be applicable to this Certificate.

This Certificate is the sole, initial duly authorized Certificate, designated “Education Funding Capital Trust-IV - Education Loan Asset-Backed Trust Certificate” (herein called “this Certificate” or, collectively, with other Certificates that may be issued upon transfer or exchange of this Certificate for such other Certificates, whose aggregate Percentage Interest shall be 100%, the “Certificates”) issued under the Trust Agreement, to which Trust Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The Trust Property includes an initial deposit by the Depositor to the Certificate Contribution Account, and all property and proceeds thereof of every description conveyed pursuant to the Depositor Transfer and Sale Agreement and simultaneously with the issuance of this Certificate, including, without limitation, a pool of student loans (the “Financed Student Loans”) and any all amounts deposited from time to time in the Certificate Distribution Account. The rights of the Holder of this Certificate to the assets of the Trust are subject to the rights of the Holders of certain notes (the “Notes”) issued under the Indenture of Trust dated as of May 1, 2004 (the “Indenture”) among the Co-Owner Trustee, the Trust Eligible Lender Trustee and U.S. Bank National Association, not in its individual capacity but solely in its capacity as Indenture Trustee (the “Indenture Trustee”).

Under the Trust Agreement, distributions will be made on the Certificate on each Certificateholder’s Distribution Date in the manner set forth in the Trust Agreement.

The Holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate from amounts transferred by the Indenture Trustee to the Certificate Distribution Account are subject to the rights of the Noteholders as described in the Indenture.

The Certificateholder, by its acceptance of this Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Depositor or the Trustees, or join in any institution against the Depositor or the Trustees, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States

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federal or state bankruptcy or similar law in connection with any obligations relating to this Certificate, the Notes, the Trust Agreement or any of the other Basic Documents.

The Holder of this Certificate, by its acceptance of this Certificate, (i) agrees, for federal, state and local income and franchise tax purposes, to treat the Trust as a “disregarded entity” (i.e. the Trust will be disregarded as an entity separate from the Certificateholder (or, if the Certificateholder is also a “disregarded entity,” both the Trust and the Certificateholder will be disregarded as entities separate from the sole owner of the Certificateholder)), with the assets of the Trust being the Financed Student Loans and other assets held by the Co-Owner Trustee, the Notes for such purposes being debt of the Certificateholder (or, if the Certificateholder is also a “disregarded entity,” of the sole owner of the Certificateholder) which has elected to disregard the Trust as an entity separate from itself for tax purposes, and (ii) acknowledges that the Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as a “disregarded entity” for federal, state and local and franchise tax purposes and that the Depositor will not make, or cause to be made, an election under the provisions of Treasury Regulation Section 301.7701-3 to classify the Trust as an association taxable as a corporation.

Distributions on this Certificate will be made from the Certificate Distribution Account as provided in the Trust Agreement by the Co-Owner Trustee by wire transfer or by check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation hereon.

This Certificate does not represent an obligation of, or an interest in, the Depositor, the Master Servicer, the Administrator, the Trustees or the Indenture Trustee or any affiliates of any of them, and no recourse may be had against such parties or their assets, except as may be expressly set forth herein, in the Trust Agreement or in the other Basic Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain excess collections respecting the Financed Student Loans, all as more specifically set forth in the Indenture. A copy of each of the Indenture and the Trust Agreement may be examined during normal business hours at the principal office of the Depositor, and at such other places, if any, designated by the Depositor upon request.

The Trust Agreement permits the amendment thereof without the consent of the Certificateholder or any Noteholders, (i) to cure any ambiguity or (ii) to correct, supplement or modify any provisions in the Trust Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Certificateholder or any Noteholder. The Trust Agreement permits, with certain exceptions therein provided, but only with the consent of the Certificateholder and, if such amendment materially and adversely affects the interests of Noteholders, with the consent of a majority of the Directing Notes (as defined in the Indenture) (which consent of the Certificateholder and Noteholders, if any, given pursuant to the Trust Agreement shall be conclusive and binding on such holders and on all future holders of the Certificate or Notes and of any Certificate or Notes issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon the Certificate or Notes) for the purpose of adding any provisions to or

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changing in any manner or eliminating any of the provisions of the Trust Agreement, or of modifying in any manner the rights of the Certificateholder or any Noteholder.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer, to the extent permitted herein, of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the office or agency maintained by U.S. Bank National Association, in its capacity as Certificate Registrar, or by any successor Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Co-Owner Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee.

This Certificate is issuable only as a Certificate registered in the name of the Depositor as the initial Certificateholder and in the Percentage Interest of 100%. As provided in the Trust Agreement and subject to the provisions of the next succeeding paragraph and provided that there are no Notes Outstanding (as defined in the Indenture), the Depositor, as the initial registered Holder, may transfer, or exchange for other Certificates aggregating in Percentage Interests 100%, this Certificate upon the surrender of this Certificate. No service charge will be made for any such registration of transfer or exchange, but the Co-Owner Trustee or the Certificate Registrar (if different from the Co-Owner Trustee) may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

This Certificate may not be transferred directly or indirectly to (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)( 1) of the Internal Revenue Code of 1986, as amended (the “Code”), or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding this Certificate, the Certificateholder thereof shall he deemed to have represented and warranted that it is not a Benefit Plan.

The Certificate Registrar and any agent of the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Co-Owner Trustee or the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

This Certificate may not be transferred to any person who is not a U.S. Person, as such term is defined in Section 7701(a)(30) of the Code.

Each transferee of this Certificate, or any portion thereof, shall be required, prior to purchasing a Certificate, to execute the Purchaser’s Representation and Warranty Letter in the form attached to the Trust Agreement as Exhibit B.

The obligations and responsibilities created by the Trust Agreement and the Trust formed thereby shall terminate upon the earlier to occur of (i) the maturity or other liquidation of the last Financed Student Loan (including the auction sale by the Indenture Trustee of the remaining

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Financed Student Loans in the Trust as described in the Indenture and the subsequent distribution of amounts in respect of such auction sale as provided in the Indenture and the other Basic Documents) and (ii) the payment to the Noteholders of all amounts payable pursuant to the Indenture.

This Certificate shall be construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Unless the certificate of authentication hereon shall have been executed by an authorized representative of the Authentication Agent, by manual signature, this Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement or be valid for any purpose.

IN WITNESS WHEREOF, Education Funding Capital Trust-IV has caused this Certificate to be duly executed as of the date set forth below.

Education Funding Capital Trust-IV
By:	U.S. Bank National Association, not in its individual capacity but solely as Co-Owner Trustee of Education Funding Capital Trust-IV
	By:
		Authorized Signatory

Date: May 12, 2004

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Trust Agreement.

By:	U.S. Bank National Association, not in its individual capacity but solely as Authentication Agent of Education Funding Capital Trust-IV
By:
Name:
	Authorized Representative

Date: May 12, 2004

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EX-4.1

EXHIBIT 4.1

INDENTURE OF TRUST

by and among

EDUCATION FUNDING CAPITAL TRUST-IV

and

U.S. BANK NATIONAL ASSOCIATION

as Indenture Trustee

and

FIFTH THIRD BANK

as Trust Eligible Lender Trustee

Dated as of May 1, 2004

Indenture of Trust

EDUCATION FUNDING CAPITAL TRUST-IV

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture of Trust dated as of May 1, 2004.

TRUST INDENTURE ACT SECTION	INDENTURE SECTION
§310(a)(1)&(2)	6.22
(a)(3)	N/A
(a)(4)	6.08
(a)(5)	6.22
(b)	6.20
(c)	N/A
§311(a)	6.25
(b)	6.25
(c)	N/A
§312(a)	8.14
(b)	8.14
(c)	8.14
§313(a)	11.04
(b)	11.04
(c)	3.17
(d)	3.17
§314(a)(1)-(3)	3.17
(a)(4)	3.18
(b)	3.09
(c)	11.06(a)
(d)	11.06 (c)(e)
(e)	11.06 (a)
(f)	11.06 (k)
§315(a)	6.01(a), 6.06
(b)	7.04
(c)	6.01(b)
(d)(1)(2)	6.06
(d)(3)	5.11
(e)	8.18
§316(a)(1)(A)	5.11
(a)(1)(B)	5.14
(a)(2)	N/A
(b)	5.12
(c)	N/A
§317(a)(1)	3.19
(a)(2)	6.24
(b)	4.11
§318(a)	8.07

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. Attention should also be directed to Section 318(c) of the 1939 Act, which provides that the provisions of Sections 310 to and including 317 of the 1939 Act are a part of and govern every qualified indenture, whether or not physically contained therein.

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Indenture of Trust

TABLE OF CONTENTS

(This Table of Contents is for convenience of reference only and is not intended to define, limit or describe the purpose or intent of any provisions of this Indenture of Trust.)

ARTICLE I NOTE DETAILS, FORM OF NOTES, REDEMPTION OF NOTES AND USE OF PROCEEDS OF NOTES	3
Section 1.01 Note Details	3
Section 1.02 Payment of Principal; Redemption	7
Section 1.03 Execution of Notes	9
Section 1.04 Registration, Transfer and Exchange of Notes; Persons Treated as Noteholders	9
Section 1.05 Lost, Stolen, Destroyed and Mutilated Notes	10
Section 1.06 Indenture Trustee’s Authentication Certificate	10
Section 1.07 Cancellation and Destruction of Notes by the Indenture Trustee	11
Section 1.08 Temporary Notes	11
Section 1.09 Deposit of Note Proceeds	11
ARTICLE II PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS; AND DERIVATIVE PRODUCTS	12
Section 2.01 Parity and Priority of Lien	12
Section 2.02 Other Obligations	12
Section 2.03 Derivative Products; Counterparty Derivative Payments; Issuer Derivative Payments	12
ARTICLE III PROVISIONS APPLICABLE TO THE NOTES; DUTIES OF THE ISSUER	13
Section 3.01 Payment of Principal, Interest and Premium	13
Section 3.02 Representations and Warranties of the Issuer	14
Section 3.03 Covenants as to Additional Conveyances	14
Section 3.04 Further Covenants of the Issuer	14
Section 3.05 Enforcement of the Master Servicing Agreement	15
Section 3.06 Procedures for Transfer of Funds	16
Section 3.07 Additional Covenants with Respect to the Act	17
Section 3.08 Financed Student Loans; Collections Thereof; Assignment Thereof	18
Section 3.09 Opinions as to the Trust Estate	18
Section 3.10 Appointment of Agents, Etc.	18
Section 3.11 Capacity to Sue	18
Section 3.12 Continued Existence; Successor to Issuer	19
Section 3.13 Amendment of Transfer and Sale Agreements	19
Section 3.14 Representations; Negative Covenants	19
Section 3.15 Additional Covenants.	24
Section 3.16 Providing of Notice	25
Section 3.17 Reports by Issuer	25
Section 3.18 Statement as to Compliance	25

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Indenture of Trust

Section 3.19 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	26
Section 3.20 Representations of the Issuer Regarding the Indenture Trustee’s Security Interest	26
Section 3.21 Covenants of the Issuer Regarding the Indenture Trustee’s Security Interest	27
Section 3.22 Certain Tax Forms and Treatment	27
ARTICLE IV ACCOUNTS	28
Section 4.01 Creation and Continuation of Trust Accounts and Accounts	28
Section 4.02 Acquisition Account	29
Section 4.03 Collection Account	30
Section 4.04 Distribution Account	36
Section 4.05 Reserve Account	36
Section 4.06 Transfers to Co-Owner Trustee	37
Section 4.07 Capitalized Interest Account	37
Section 4.08 Investment of Funds Held by Indenture Trustee	38
Section 4.09 Indenture Trustee’s Control over the Trust Accounts	39
Section 4.10 Release; Sale or Exchange of Financed Student Loans	39
Section 4.11 Purchase of Notes	40
ARTICLE V DEFAULTS AND REMEDIES	40
Section 5.01 Events of Default Defined	40
Section 5.02 Remedy on Default; Possession of Trust Estate	40
Section 5.03 Remedies on Default; Advice of Counsel	43
Section 5.04 Remedies on Default; Sale of Trust Estate	43
Section 5.05 Appointment of Receiver	44
Section 5.06 Restoration of Position	44
Section 5.07 Purchase of Properties by Indenture Trustee or Noteholders	44
Section 5.08 Application of Sale Proceeds	45
Section 5.09 Accelerated Maturity	45
Section 5.10 Remedies Not Exclusive	45
Section 5.11 Direction of Indenture Trustee	45
Section 5.12 Right to Enforce in Indenture Trustee	46
Section 5.13 Physical Possession of Obligations Not Required	46
Section 5.14 Waivers of Events of Default	46
ARTICLE VI THE INDENTURE TRUSTEE	47
Section 6.01 Acceptance of Trust	47
Section 6.02 Recitals of Others	47
Section 6.03 As to Filing of Indenture	48
Section 6.04 Indenture Trustee May Act Through Agents	48
Section 6.05 Indemnification of Indenture Trustee	48
Section 6.06 Indenture Trustee’s Right to Reliance	49
Section 6.07 Compensation of Indenture Trustee	50
Section 6.08 Indenture Trustee May Own Notes	51
Section 6.09 Resignation of Indenture Trustee	51

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Indenture of Trust

Section 6.10 Removal of Indenture Trustee	51
Section 6.11 Successor Indenture Trustee	52
Section 6.12 Manner of Vesting Title in Indenture Trustee	52
Section 6.13 Additional Covenants by the Indenture Trustee to Conform to the Act	52
Section 6.14 Limitation with Respect to Examination of Reports	53
Section 6.15 Master Servicing Agreement	53
Section 6.16 Additional Covenants of Indenture Trustee	53
Section 6.17 Duty of Indenture Trustee with Respect to Rating Agencies	54
Section 6.18 Merger of the Indenture Trustee	54
Section 6.19 Receipt of Funds from Master Servicer	54
Section 6.20 Special Circumstances Leading to Resignation of Indenture Trustee	55
Section 6.21 Survival of Indenture Trustee’s Rights to Receive Compensation, Reimbursement and Indemnification	55
Section 6.22 Corporate Trustee Required; Eligibility; Conflicting Interests	55
Section 6.23 Payment of Taxes and Other Governmental Charges	55
Section 6.24 Indenture Trustee May File Proofs of Claim	56
Section 6.25 Preferential Collection of Claims Against Issuer	57
ARTICLE VII SUPPLEMENTAL INDENTURES	57
Section 7.01 Supplemental Indentures Not Requiring Consent of Noteholders	57
Section 7.02 Supplemental Indentures Requiring Consent of Noteholders	59
Section 7.03 Additional Limitation on Modification of Indenture	60
Section 7.04 Notice of Defaults	60
Section 7.05 Conformity With the Trust Indenture Act	60
ARTICLE VIII GENERAL PROVISIONS	61
Section 8.01 Notices	61
Section 8.02 Covenants Bind Issuer	63
Section 8.03 Lien Created	63
Section 8.04 Severability of Lien	63
Section 8.05 Consent of Noteholders Binds Successors	63
Section 8.06 Nonpresentment of Notes or Interest Checks	63
Section 8.07 Laws Governing	64
Section 8.08 Severability	64
Section 8.09 Exhibits	64
Section 8.10 Non-Business Days	64
Section 8.11 Parties Interested Herein	64
Section 8.12 Obligations Are Limited Obligations	64
Section 8.13 Counterparty Rights	64
Section 8.14 Disclosure of Names and Addresses of Noteholders	64
Section 8.15 Aggregate Principal Amount of Obligations	65
Section 8.16 Financed Student Loans	65
Section 8.17 Limitation of Liability of the Co-Owner Trustee	65
Section 8.18 Undertaking for Costs	65

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Indenture of Trust

ARTICLE IX PAYMENT AND CANCELLATION OF NOTES AND SATISFACTION OF INDENTURE	66
Section 9.01 Trust Irrevocable	66
Section 9.02 Satisfaction of Indenture	66
Section 9.03 Cancellation of Paid Notes	66
ARTICLE X TERMINATION	66
Section 10.01 Termination of the Trust	66
Section 10.02 Notice	67
Section 10.03 Auction of Financed Student Loans	67
ARTICLE XI REPORTING REQUIREMENTS	68
Section 11.01 Annual Statement as to Compliance	68
Section 11.02 Annual Independent Public Accountant’s Servicing Report	68
Section 11.03 Master Servicer’s Certificate	68
Section 11.04 Statements to Noteholders	68
Section 11.05 Compliance Certificates and Opinions	71
Section 11.06 Incorporation by Reference of the Trust Indenture Act	73

APPENDIX A	DEFINITIONS AND USAGE
APPENDIX B	CERTAIN TERMS AND PROVISIONS OF THE AUCTION RATE NOTES
EXHIBIT A-1	FORM OF CLASS A NOTES
EXHIBIT A-2	FORM OF CLASS B NOTES
EXHIBIT B	STUDENT LOAN ACQUISITION CERTIFICATE
EXHIBIT C	CLOSING CASH FLOW PROJECTIONS
EXHIBIT D	NOTICE OF PAYMENT DEFAULT
EXHIBIT E	NOTICE OF CURE OF PAYMENT DEFAULT
EXHIBIT F	NOTICE OF PROPOSED CHANGE IN LENGTH OF ONE OR MORE AUCTION PERIODS
EXHIBIT G	NOTICE ESTABLISHING CHANGE IN LENGTH OF ONE OR MORE AUCTION PERIODS
EXHIBIT H	NOTICE OF CHANGE IN AUCTION DATE

v

Indenture of Trust

INDENTURE OF TRUST

THIS INDENTURE OF TRUST, dated as of May 1, 2004 (this “Indenture”), is by and among EDUCATION FUNDING CAPITAL TRUST-IV, a Delaware statutory trust (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized under the laws of the United States of America and authorized to exercise corporate trust powers, having its principal corporate trust office in Cincinnati, Ohio, as indenture trustee (the “Indenture Trustee”), and FIFTH THIRD BANK, a banking corporation organized under the laws of the State of Ohio, as trust eligible lender trustee (the “Trust Eligible Lender Trustee”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in Appendix A hereto, which also contains rules of usage and construction that shall be applicable herein.

W I T N E S S E T H:

WHEREAS, the Issuer represents that it is duly created as a Delaware statutory trust and that it has duly authorized the execution and delivery of this Indenture, which Indenture provides for the issuance and payment of student loan asset-backed notes and the payments to any Counterparty; and

WHEREAS, this Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act” or “TIA”), that are deemed to be incorporated into this Indenture and shall, to the extent applicable, be governed by such provisions; and

WHEREAS, the Indenture Trustee has agreed to accept the trusts herein created upon the terms herein set forth; and

WHEREAS, it is hereby agreed between the parties hereto, the Noteholders (the Noteholders evidencing their consent by their acceptance of the Notes) and any Counterparty (the Counterparty evidencing its consent by its execution and delivery of a Derivative Product) that in the performance of any of the agreements of the Issuer herein contained, any obligation it may thereby incur for the payment of money shall not be general debt on its part, but shall be secured by and payable solely from the Trust Estate, payable in such order of preference and priority as provided herein;

NOW, THEREFORE, the Issuer (and, with respect to the legal title to the Financed Student Loans that were originated under the Act, the Trust Eligible Lender Trustee), in consideration of the premises and acceptance by the Indenture Trustee of the trusts herein created, of the purchase and acceptance of the Notes by the Noteholders thereof, of the execution and delivery of any Derivative Product by a Counterparty and the Issuer and the acknowledgement thereof by the Indenture Trustee, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN AND DELIVER to the Indenture Trustee, for the benefit of the Noteholders, any Counterparty (to secure the payment of any and all amounts that may from time to time become due and owing to a Counterparty pursuant to any Derivative Product), all of their right, title and interest in and to the moneys, rights, and properties described in the granting clauses A through F below (the “Trust Estate”), as follows:

GRANTING CLAUSE A

The Revenues (other than Revenues released from the lien of the Trust Estate as provided herein);

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Indenture of Trust

GRANTING CLAUSE B

All moneys and investments held in the Accounts established pursuant to Section 4.01;

GRANTING CLAUSE C

The Financed Student Loans;

GRANTING CLAUSE D

The Master Servicing Agreement, each Subservicing Agreement, the Transfer and Sale Agreements and each Guarantee Agreement as the same relate to the Financed Student Loans;

GRANTING CLAUSE E

Any Derivative Product and any guarantee of any Counterparty; provided, however, that this Granting Clause E shall not be for the benefit of a Counterparty with respect to its Derivative Product; and

GRANTING CLAUSE F

Any and all other property, rights and interests of every kind or description that from time to time hereafter is granted, conveyed, pledged, transferred, assigned or delivered to the Indenture Trustee as additional security hereunder.

TO HAVE AND TO HOLD the Trust Estate, whether now owned or held or hereafter acquired, unto the Indenture Trustee and its successors or assigns,

IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit and security of all present and future Noteholders, without preference of any Note over any other, except as provided herein, and for enforcement of the payment of the Notes in accordance with their terms, and all other sums payable hereunder (including payments due and payable to any Counterparty) or on the Notes, and for the performance of and compliance with the obligations, covenants, and conditions of this Indenture, as if all the Notes and other Obligations at any time Outstanding had been executed and delivered simultaneously with the execution and delivery of this Indenture;

PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of the Notes and the interest 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 all

2

Indenture of Trust

required payments into the Accounts as required under Article IV, or shall provide, as permitted hereby, for the payment thereof by depositing with the Indenture Trustee sums sufficient to pay or to provide for payment of the entire amount due and to become due as herein provided (including payments due and payable to any Counterparty), 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 as follows:

ARTICLE I

NOTE DETAILS, FORM OF NOTES, REDEMPTION OF NOTES AND USE OF PROCEEDS OF NOTES

Section 1.01 Note Details.

(a) The Notes shall be issued in seven (7) separate series consisting of $170,000,000 of Series A-1 Notes, $390,000,000 of Series A-2 Notes, $100,000,000 of Series A-3 Notes, $100,000,000 of Series A-4 Notes, $100,000,000 of Series A-5 Notes, $90,000,000 of Series A-6 Notes, and $50,000,000 of Series B-1 Notes.

The Series A-1 Notes will mature no later than December 17, 2012. The Series A-2 Notes will mature no later than December 15, 2022. The Series A-3 Notes will mature no later than December 16, 2024. The Series A-4 Notes will mature no later than June 15, 2043. The Series A-5 Notes will mature no later than June 15, 2043. The Series A-6 Notes will mature no later than June 15, 2043. The Series B-1 Notes will mature no later than June 15, 2043.

The Notes shall be issuable only as fully registered notes in Authorized Denominations. The Notes of each Series shall be numbered separately from 1 upwards. The Notes shall be in substantially the form set forth in Exhibits A-1 and A-2, each with such variations, omissions and insertions as may be necessary.

(b) The Auction Rate Notes shall be dated the Closing Date and shall bear interest from the Closing Date, payable on each Auction Rate Distribution Date, except that Auction Rate Notes that are issued upon transfer, exchange or other replacement shall bear interest from the most recent Auction Rate Distribution Date to which interest has been paid, or if no interest has been paid, from the date of the Auction Rate Notes. Interest on the Auction Rate Notes shall be computed on the basis of a 360-day year and actual days elapsed. The terms of and definitions related to the Auction Rate Notes are found in Appendix B. No premium payments shall be paid on the Notes issued under this Indenture.

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Indenture of Trust

(c) Interest shall accrue on the principal balances of the LIBOR Notes during each Accrual Period and shall be payable on each Quarterly Distribution Date. The LIBOR Notes shall bear interest at the annual rates listed below:

(i) The Series A-1 interest rate will be three-month LIBOR, except for the first Accrual Period, plus 0.04%;

(ii) The Series A-2 interest rate will be three-month LIBOR, except for the first Accrual Period, plus 0.16%; and

(iii) The Series A-3 interest rate will be three-month LIBOR, except for the first Accrual Period, plus 0.19%.

For the LIBOR Notes, LIBOR for the first Accrual Period will be determined by the Indenture Trustee by reference to straight line interpolation between four-month LIBOR and five-month LIBOR based on the actual number of days in the first Accrual Period.

Interest on the LIBOR Notes will be calculated based on the actual number of days elapsed in each Accrual Period divided by 360.

One-month, two-month, three-month, four-month or five-month LIBOR, for any Accrual Period, is the London interbank offered rate for deposits in U.S. Dollars having a maturity of one month, two-months, three months, four months or five months, as applicable, commencing on the first day of the Accrual Period, which appears on Telerate Page 3750 as of 11:00 a.m. London time, on the related LIBOR Determination Date. If an applicable rate does not appear on Telerate Page 3750, the rate for that day will be determined on the basis of the rates at which deposits in U.S. Dollars, having the applicable maturity and in a principal amount of not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the London interbank market by the Reference Banks. The Calculation Agent shall request the principal London office of each Reference Bank to provide a quotation of its rate. If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Calculation Agent, at approximately 11:00 a.m. New York time, on that LIBOR Determination Date, for loans in U.S. Dollars to leading European banks having the applicable maturity and in a principal amount of not less than U.S. $1,000,000. If the banks selected as described above are not providing quotations, one-month, two-month, three-month, four-month or five-month LIBOR in effect for the applicable Accrual Period shall be the one-month, two-month, three-month, four-month or five-month LIBOR in effect for the previous Accrual Period.

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Indenture of Trust

For this purpose:

(i) “LIBOR Determination Date” means, for each Accrual Period, the second business day before the beginning of that Accrual Period.

(ii) “Telerate Page 3750” means the display page so designated on the Dow Jones Telerate Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

(iii) “Reference Banks” means four major banks in the London interbank market selected by the Calculation Agent.

For purposes of calculating one-month, two-month, three-month, four-month or five-month LIBOR, a business day is any day on which banks in New York City and the City of London are open for the transaction of international business.

(d) The principal of each Note due at its Stated Maturity or upon redemption in whole shall be payable at the Corporate Trust Office of the Indenture Trustee, or at such other location as directed by the Indenture Trustee, or at the principal office of its successor in trust upon presentation and surrender of the Note. Payment of interest on, and principal paid in respect of the partial redemption of, any Note shall be made to the Noteholder thereof by check or draft mailed on the applicable Distribution Date by the Indenture Trustee to the Noteholder at his address as it last appears on the registration books kept by the Indenture Trustee at the close of business on the Record Date for such Distribution Date, but any such interest not so timely paid or duly provided for shall cease to be payable to the Noteholder thereof at the close of business on the Record Date and shall be payable to the Noteholder thereof at the close of business on a special record date (a “Special Record Date”) for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Indenture Trustee whenever moneys become available for payment of the defaulted interest, and notice of such Special Record Date shall be given to the Noteholders of the Notes not less than ten (10) days prior thereto by first-class mail to each such Noteholder as shown on the Indenture Trustee’s registration books on the date selected by the Indenture Trustee, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. Payment of interest to the Securities Depository or its nominee shall, and at the written request addressed to the Indenture Trustee of any other Noteholder owning at least $1,000,000 principal amount of the Notes, payments of interest shall, be paid by wire transfer within the United States to the bank account number filed no later than the Record Date or Special Record Date with the Indenture Trustee for such purpose. All payments on the Notes shall be made in lawful money of the United States of America.

(e) Except as otherwise provided in this Section, the Notes in the form of one global note for each Series shall be registered in the name of the Securities Depository or its nominee and ownership thereof shall be maintained in Book-entry Form by the Securities Depository for the account of the Agent Members. Initially, each Note shall be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Except as provided in subsection (g) of this Section, the Notes may be transferred, in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository or to a successor Securities

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Depository selected or approved by the Issuer or to a nominee of such successor Securities Depository. Each global note shall bear a legend substantially to the following effect: “Except as otherwise provided in the Indenture, this global note may be transferred, in whole but not in part, only to another nominee of the Securities Depository (as defined in the Indenture) or to a successor Securities Depository or to a nominee of a successor Securities Depository.”

(f) Except as otherwise provided herein, the Issuer and the Indenture Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Notes, (ii) the delivery to any Agent Member, beneficial owner of the Notes or other Person, other than the Securities Depository, of any notice with respect to the Notes or (iii) the payment to any Agent Member, beneficial owner of the Notes or other Person, other than the Securities Depository, of any amount with respect to the principal of or interest on the Notes. So long as the certificates for the Notes issued under this Indenture are not issued pursuant to subsection (g) of this Section, the Issuer and the Indenture Trustee may treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of the Notes for all purposes whatsoever, including, without limitation, (A) the payment of principal of and interest on such Notes, (B) giving notices of redemption and other matters with respect to such Notes and (C) registering transfers with respect to such Notes. In connection with any notice or other communication to be provided by the Issuer or the Indenture Trustee to the Noteholders pursuant to this Indenture with respect to any consent or other action to be taken by the Noteholders, the Issuer or the Indenture Trustee, as the case may be, shall establish a record date for such consent or other action and, if the Securities Depository shall hold all of the Notes, give the Securities Depository notice of such record date not less than 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 Noteholder.

(g) If at any time the Securities Depository notifies the Issuer and the Indenture Trustee that it is unwilling or unable to continue as Securities Depository with respect to any or all of the Notes or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act or other applicable statute or regulation and a successor Securities Depository is not appointed by the Issuer within 90 days after the Issuer receives notice or becomes aware of such condition, as the case may be, subsections (e) and (f) of this Section shall no longer be applicable and the Issuer shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the Notes as provided below. In addition, the Issuer may determine at any time that the Notes shall no longer be represented by global certificates and that the provisions of subsections (e) and (f) of this Section shall no longer apply to the Notes. In such event, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the Notes as provided below. Certificates for the Notes issued in exchange for a global certificate pursuant to this subsection shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct in writing to the Issuer and the Indenture Trustee, and upon which written instructions the Indenture Trustee may rely without investigation. The Indenture Trustee shall promptly deliver such certificates representing the Notes to the Persons in whose names such Notes are so registered.

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Section 1.02 Payment of Principal; Redemption.

(a) Principal shall be payable on the LIBOR Notes on each Quarterly Distribution Date in an amount equal to the Class A Noteholders’ Principal Distribution Amount.

Principal shall be payable on the Class A Auction Rate Notes on each Auction Rate Distribution Date in an amount equal to the Class A Noteholders’ Principal Distribution Amount. Subject to subsection (c) of this Section, principal shall be payable on the Class B Auction Rate Notes on each Auction Rate Distribution Date in an amount equal to the Class B Noteholders’ Principal Distribution Amount.

(b) Subject to subsection (c) of this Section and in accordance with Section 4.03, principal on the Notes shall be paid or allocated on each Quarterly Distribution Date or Monthly Allocation Date, as applicable, as follows:

(i) first, to the Series A-1 Notes until their principal balances are reduced to zero;

(ii) second, to the Series A-2 Notes until their principal balances are reduced to zero;

(iii) third, to the Series A-3 Notes until their principal balances are reduced to zero;

(iv) fourth, subject to any payment of principal to the Series B-1 Notes as described in subsection (c) of this Section, to the Series A-4 Notes until their principal balances are reduced to zero;

(v) fifth, subject to any payment of principal to the Series B-1 Notes as described in subsection (c) of this Section, to the Series A-5 Notes until their principal balances are reduced to zero;

(vi) sixth, subject to any payment of principal to the Series B-1 Notes as described in subsection (c) of this Section, to the Series A-6 Notes until their principal balances are reduced to zero; and

(vii) seventh, to the Series B-1 notes until their principal balances are reduced to zero.

However, following the occurrence of an Event of Default and the exercise by the Indenture Trustee of remedies under Article V, principal payments on the Class A Notes shall be made or set aside for future distribution pro rata, without preference or priority.

Any payment of principal on an Auction Rate Note shall be made by redeeming that Auction Rate Note.

(c) If on any Auction Rate Distribution Date occurring while no LIBOR Notes remain Outstanding and while Class A Auction Rate Notes remain Outstanding, the Senior Parity Percentage is greater than the Required Senior Parity Percentage and the Parity Percentage

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is greater than the Required Parity Percentage, before any amount will be paid or allocated as principal on the Class A Auction Rate Notes, principal shall be paid on the Class B Notes in an amount equal to the greatest amount that can be paid as principal on the Class B Notes without reducing the Senior Parity Percentage below the Required Senior Parity Percentage or reducing the Parity Percentage below the Required Parity Percentage.

Notwithstanding the foregoing, if

(i) on any Distribution Date following distributions under Sections 4.03(d)(i) through (viii) or under Sections 4.03(e)(i) and (ii) to be made on that Distribution Date, without giving effect to any payments from the Capitalized Interest Account or Acquisition Account to the Class B Notes, the outstanding principal balance of the Class A Notes would be in excess of:

(1) the outstanding principal balance of the Financed Student Loans plus

(2) any accrued but unpaid interest on the those Financed Student Loans as of the last day of the related collection period plus

(3) the balance on deposit in the Reserve Account on that Distribution Date following those distributions minus

(4) the Reserve Account Requirement on that Distribution Date, or

(ii) an insolvency event involving the Seller or the Depositor or an Event Of Default affecting the Class A Notes has occurred and is continuing,

then, until the conditions described in (i) or (ii) above no longer exist, the amounts on deposit in the Collection Account and the Reserve Account shall be applied on that Distribution Date to the payment of the Class A Noteholders’ Distribution Amount before any amounts shall be applied to the payment of the Class B Noteholders’ Distribution Amount.

(d) During any time while no LIBOR Notes are Outstanding, the Auction Rate Notes are subject to redemption in whole or in part at the option of the Issuer; provided, however, while any Class A Auction Rate Notes are Outstanding, the Issuer may redeem Class B Auction Rate Notes only if, as of the date of selection of Notes for redemption and after giving effect to the redemption, the Senior Parity Percentage is at least the Required Senior Parity Percentage and the Parity Percentage is at least the Required Parity Percentage. If less than all outstanding Auction Rate Notes are to be redeemed, the particular Series to be redeemed shall be determined by the Issuer. In the absence of direction by the Issuer, the Series of Auction Rate Notes to be redeemed shall be selected first from the Class A Auction Rate Notes in ascending numerical order of the Series designation (beginning with the Series A-4 Notes), and thereafter, from the Class B Auction Rate Notes. If less than all Outstanding Auction Rate Notes of a given Series are to be redeemed, the particular Notes to be redeemed shall be determined by lot.

(e) The Indenture Trustee shall cause notice of any redemption to be given by mailing a copy of the notice by first-class mail to the Noteholder of any Notes designated for redemption in whole or in part at their address as the same shall last appear upon the registration

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books, and with respect to Auction Rate Notes designated for redemption, to the Auction Agent, in each case not less than 12 days prior to the redemption date; provided, however, that failure to give such notice, or any defect therein, shall not affect the validity of any proceedings for the redemption of such Notes for which no such failure or defect occurs.

Section 1.03 Execution of Notes. The Notes shall be executed in the name and on behalf of the Issuer by the manual or facsimile signature of any of its Authorized Officers. Any Note may be signed (manually or by facsimile) or attested on behalf of the Issuer by any person who, at the date of such act, shall hold the proper office, notwithstanding that at the date of authentication, issuance or delivery, such person may have ceased to hold such office.

Upon the execution and delivery of this Indenture, the Issuer shall execute and deliver to the Indenture Trustee and the Indenture Trustee shall authenticate the Notes and deliver the Notes to The Depository Trust Company; provided, however, prior to the delivery by the Indenture Trustee of any of the Notes, there shall have been filed with or delivered to the Indenture Trustee the following:

(a) An Issuer Order authorizing the execution and delivery of this Indenture and the issuance of the Notes.

(b) A duly executed copy of this Indenture.

(c) Rating letters from each Rating Agency confirming (i) that the Class A Notes have been rated “AAA” by Fitch, “Aaa” by Moody’s and “AAA” by S&P and (ii) that the Series B Notes have been rated at least “A” by Fitch, “A2” by Moody’s and “A” by S&P.

Section 1.04 Registration, Transfer and Exchange of Notes; Persons Treated as Noteholders. The Issuer shall cause books for the registration and for the transfer of the Notes as provided in this Indenture to be kept by the Indenture Trustee, which is hereby appointed the transfer agent of the Issuer for the Notes. Notwithstanding such appointment and with the prior written consent of the Issuer, the Indenture Trustee is hereby authorized to make any arrangements with other institutions that it deems necessary or desirable in order that such institutions may perform the duties of transfer agent for the Notes. Upon surrender for transfer of any Note at the Corporate Trust Office of the Indenture Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Noteholder or his attorney duly authorized in writing, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, making all appropriate notations on its records, and causing the same to be made on the records of its nominees, in the name of the transferee or transferees a new fully registered Note or Notes of the same interest rate and for a like Series, subseries, if any, and aggregate principal amount of the same maturity.

Notes may be exchanged at the Corporate Trust Office of the Indenture Trustee for a like aggregate principal amount of fully registered Notes of the same Series, subseries, if any, interest rate and maturity in Authorized Denominations. The Issuer shall execute and the Indenture Trustee shall authenticate and deliver Notes that the Noteholder making the exchange is entitled to receive, bearing numbers not contemporaneously outstanding. The execution by the Issuer of any fully registered Note of any Authorized Denomination shall constitute full and due

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authorization of such denomination and the Indenture Trustee shall thereby be authorized to authenticate and deliver such fully registered Note.

The Indenture Trustee shall not be required to transfer or exchange any Note during the period 15 Business Days next preceding the mailing of notice of redemption as herein provided. After the giving of such notice of redemption, the Indenture Trustee shall not be required to transfer or exchange any Note that has been called for full or partial redemption.

As to any Note, the Person in whose name the Note is registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Noteholder thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid.

The Indenture Trustee shall require the payment by any Noteholder requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The Noteholder requesting such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange.

Section 1.05 Lost, Stolen, Destroyed and Mutilated Notes. Upon receipt by the Indenture Trustee of evidence satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note and, in the case of a lost, stolen or destroyed Note, of indemnity satisfactory to it, and upon surrender and cancellation of the Note, if mutilated, (a) the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, a new Note of the same Series, subseries, if any, interest rate, maturity and denomination in lieu of such lost, stolen, destroyed or mutilated Note or (b) if such lost, stolen, destroyed or mutilated Note shall have matured or have been called for redemption, in lieu of executing and delivering a new Note as aforesaid, the Issuer may pay such Note. Any such new Note shall bear a number not contemporaneously outstanding. The Person requesting any such new Note may be required to pay all taxes and governmental charges and all expenses and charges of the Issuer and of the Indenture Trustee in connection with the issuance of such Note. All Notes shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing conditions are exclusive with respect to the replacement and payment of mutilated, destroyed, lost or stolen Notes, negotiable instruments or other securities.

Section 1.06 Indenture Trustee’s Authentication Certificate. The Indenture Trustee’s authentication certificate upon the Notes shall be substantially in the forms provided in Exhibits A-1 and A-2. No Note shall be secured hereby or entitled to the benefit hereof, or shall be valid or obligatory for any purpose, unless a certificate of authentication, substantially in such form, has been duly executed by the Indenture Trustee at the written direction of the Issuer; and such certificate of the Indenture Trustee upon any Note shall be conclusive evidence and the only competent evidence that such Note has been authenticated and delivered hereunder. The Indenture Trustee’s certificate of authentication shall be deemed to have been duly executed by it if manually signed by an authorized officer of the Indenture Trustee, but it shall not be necessary that the same person sign the certificate of authentication on all of the Notes issued hereunder.

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Section 1.07 Cancellation and Destruction of Notes by the Indenture Trustee. Whenever any Outstanding Notes are delivered to the Indenture Trustee for the cancellation thereof pursuant to this Indenture, upon payment of the principal amount and interest represented thereby, or for replacement pursuant to Section 1.04, such Notes shall be promptly cancelled and, within a reasonable time, cremated or otherwise destroyed by the Indenture Trustee and counterparts of a certificate of destruction evidencing such cremation or other destruction shall be furnished by the Indenture Trustee to the Issuer.

Section 1.08 Temporary Notes. Pending the preparation of definitive Notes, the Issuer may execute and the Indenture Trustee shall authenticate and deliver temporary Notes. Temporary Notes shall be issuable as fully registered Notes without coupons, of any denomination, and substantially in the form of the definitive Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Issuer. Every temporary Note shall be executed by the Issuer and be authenticated by the Indenture Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Notes. As promptly as practicable the Issuer shall execute and shall furnish definitive Notes and thereupon temporary Notes may be surrendered in exchange therefor without charge at the Corporate Trust Office of the Indenture Trustee, and the Indenture Trustee shall authenticate and deliver in exchange for such temporary Notes a like aggregate principal amount of definitive Notes. Until so exchanged the temporary Notes shall be entitled to the same benefits under this Indenture as definitive Notes.

Section 1.09 Deposit of Note Proceeds. Upon the issuance and delivery of the Notes, the Indenture Trustee shall deposit the net proceeds thereof (i.e., net of Underwriters’ discount of $2,912,190):

(a) an amount equal to $982,087,790 shall be deposited to the Acquisition Account;

(b) an amount equal to $10,000,000 shall be deposited to the Reserve Account; and

(c) an amount equal to $5,000,000 shall be deposited to the Capitalized Interest Account.

The Indenture Trustee shall deliver a certificate to the Issuer certifying that the deposits set forth in this Section 1.09 have been made on the Closing Date.

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ARTICLE II

PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS; AND DERIVATIVE PRODUCTS

Section 2.01 Parity and Priority of Lien. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer are for the equal benefit, protection and security of the Noteholders or any holders of the Obligations, all of which, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Obligations over any other thereof, except as expressly provided in this Indenture with respect to certain payment and other priorities.

Section 2.02 Other Obligations.

(a) The Issuer shall not incur any obligations or engage in any activities other than in connection with the purposes and powers of the Issuer as set forth in Section 2.3 of the Trust Agreement.

(b) The revenues and other moneys, Financed Student Loans, securities, evidences of indebtedness, interests, rights and properties pledged under this Indenture are and will be owned by the Issuer (or the Trust Eligible Lender Trustee) free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to or of equal rank with the respective pledges created by this Indenture, except as otherwise expressly provided herein, and all action on the part of the Issuer to that end has been duly and validly taken. If any Financed Student Loan is found to have been subject to a lien at the time such Financed Student Loan was acquired, the Issuer shall cause such lien to be released, shall purchase such Financed Student Loan from the Trust Estate for a purchase price equal to its principal amount plus unamortized premium, if any, and interest accrued thereon, or shall replace such Financed Student Loan with another Student Loan with substantially identical characteristics that shall be free and clear of liens at the time of such replacement. Except as otherwise provided herein, the Issuer shall not create or voluntarily permit to be created any debt, lien, or charge on the Financed Student Loans that would be on a parity with or prior to the lien of this Indenture; shall not do or omit to do or suffer to be done or omitted to be done anything whatsoever whereby the lien of this Indenture or the priority of such lien for the Obligations hereby secured might or could be lost or impaired; and will pay or cause to be paid or will make adequate provisions for the satisfaction and discharge of all lawful claims and demands that if unpaid might by law be given precedence to or any equality with this Indenture as a lien or charge upon the Financed Student Loans; provided, however, that nothing in this subsection (b) shall require the Issuer to pay, discharge, or make provision for any such lien, charge, claim, or demand so long as the validity thereof shall be by it in good faith contested, unless thereby, the same will endanger the security for the Obligations; and provided further that any subordinate lien hereon (i.e., subordinate to the lien securing the Senior Obligations and the Subordinate Obligations) shall be entitled to no payment from the Trust Estate, nor may any remedy be exercised with respect to such subordinate lien against the Trust Estate until all Obligations have been paid or deemed paid hereunder.

Section 2.03 Derivative Products; Counterparty Derivative Payments; Issuer Derivative Payments. The Issuer hereby authorizes and directs the Indenture Trustee to acknowledge and agree to any Derivative Product hereafter entered into by the Issuer and a

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Counterparty under which (a) the Issuer may be required to make, from time to time, Issuer Derivative Payments and (b) the Indenture Trustee may receive, from time to time, Counterparty Derivative Payments for the account of the Issuer. No Derivative Product shall be entered into unless the Indenture Trustee shall have received a Rating Confirmation from each Rating Agency that such Derivative Product will not adversely affect the Rating on any of the Notes. Anything in this Indenture to the contrary notwithstanding, any Revenues representing Counterparty Derivative Payments of a Counterparty shall not be available to make an Issuer Derivative Payment to another Counterparty or to pay any other amounts owed to such Counterparty pursuant to a Derivative Product.

No later than the fourth Business Day immediately preceding each Derivative Payment Date the Issuer shall give written notice to the Indenture Trustee stating (a) the amount and payer of each Counterparty Derivative Payment, if any, due to be received by the Indenture Trustee for the account of the Issuer on or before such Derivative Payment Date and (b) the amount and payee of each Issuer Derivative Payment, if any, to be paid on or before such Derivative Payment Date. If the Indenture Trustee fails to receive such written notification from the Issuer by the end of the third Business Day immediately preceding such Derivative Payment Date, it shall immediately notify the Issuer of such fact in writing.

On or before each Derivative Payment Date and in accordance with the written notification received from the Issuer, the Indenture Trustee shall deposit all moneys received representing Counterparty Derivative Payments into the Collection Account to be applied in accordance with the provisions of Section 4.03. The Indenture Trustee shall notify the Issuer on such Business Day, if (a) the amount received from any Counterparty is not equal to the amount specified in the written notification of the Issuer, (b) no amount is received from such Counterparty or (c) the amount received is not received in immediately available funds.

On or before any Derivative Payment Date with respect to which a Issuer Derivative Payment is due in accordance with the written notification received from the Issuer, the Indenture Trustee shall make payment to the appropriate Counterparty from moneys in the Collection Account of the amount of the Issuer Derivative Payment specified in such written notification of the Issuer due on such date by the deposit or wire transfer of immediately available funds to the credit of the account of such Counterparty specified in such written notification of the Issuer, but only in accordance with Section 4.03.

The Indenture Trustee shall verify the amount of each Counterparty Derivative Payment and Issuer Derivative Payment.

ARTICLE III

PROVISIONS APPLICABLE TO THE NOTES; DUTIES OF THE ISSUER

Section 3.01 Payment of Principal, Interest and Premium. The Issuer covenants that it will promptly pay, but solely from the Trust Estate, the principal of and interest, if any, on each and every Obligation issued under the provisions of this Indenture at the places, on the dates and in the manner specified herein and in said Obligations and any premium required for the retirement of said Obligations by purchase or redemption according to the true intent and

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meaning thereof. The Obligations shall be and are hereby declared to be payable from and equally secured by an irrevocable first lien on and pledge of the properties constituting the Trust Estate, subject to the application thereof as permitted by this Indenture, but in no event shall the Noteholders or any holders of the Obligations have any right to possession of any Financed Student Loans, which shall be held only by the Indenture Trustee or its agent or bailee.

Section 3.02 Representations and Warranties of the Issuer. The Issuer represents and warrants that it is duly authorized under the laws of Delaware to issue the Notes and to execute and deliver this Indenture and any Derivative Product and to make the pledge to the payment of Notes and any Issuer Derivative Payments hereunder, that all necessary action on the part of the Issuer for the creation and issuance of the Notes and the execution and delivery of this Indenture and any Derivative Product has been duly and effectively taken, and that the Notes in the hands of the Noteholders thereof and the Issuer Derivative Payments are and will be valid and enforceable special limited obligations of the Issuer secured by and payable solely from the Trust Estate.

Section 3.03 Covenants as to Additional Conveyances. At any and all times, the Issuer will duly execute, acknowledge, and deliver, or will cause to be done, executed, and delivered, all and every such further acts, conveyances, transfers, and assurances in law as the Indenture Trustee shall reasonably require for the better conveying, transferring, and pledging and confirming unto the Indenture Trustee, all and singular, the properties constituting the Trust Estate hereby transferred and pledged, or intended so to be transferred and pledged.

Section 3.04 Further Covenants of the Issuer.

(a) The Issuer will cause financing statements and continuation statements with respect thereto at all times to be filed in the office of the Secretary of the State of Delaware and any other jurisdiction necessary to perfect and maintain the security interest granted by the Issuer hereunder.

(b) The Issuer will duly and punctually keep, observe and perform each and every term, covenant, and condition on its part to be kept, observed, and performed, contained in this Indenture and the other agreements to which the Issuer is a party pursuant to the transactions contemplated herein, and will punctually perform all duties required by the Trust Agreement and the laws of Delaware.

(c) The Issuer shall be operated on the basis of its Fiscal Year.

(d) The Issuer shall cause to be kept full and proper books of records and accounts, in which full, true, and proper entries will be made of all dealings, business, and affairs of the Issuer that relate to the Notes and any Derivative Product.

(e) The Issuer, upon written request of the Indenture Trustee, will permit at all reasonable times the Indenture Trustee or its agents, accountants, and attorneys, to examine and inspect the property, books of account, records, reports, and other data relating to the Financed Student Loans, and will furnish the Indenture Trustee such other information as it may reasonably request. The Indenture Trustee shall be under no duty to make any such examination unless requested in writing to do so by the Noteholders of not less than a majority of the

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principal amount of the Notes, and unless such Noteholders shall have offered the Indenture Trustee security and indemnity satisfactory to it against any costs, expenses and liabilities that might be incurred thereby.

(f) The Issuer shall cause an annual audit to be made by an independent auditing firm of national reputation and file one copy thereof with the Indenture Trustee and each Rating Agency within 150 days of the close of each Fiscal Year. The Indenture Trustee shall be under no obligation to review or otherwise analyze such audit.

(g) The Issuer covenants that all Financed Student Loans upon receipt thereof shall be delivered to the Indenture Trustee or its agent or bailee to be held pursuant to this Indenture and pursuant to the Master Servicing Agreement, a Subservicing Agreement or a custodian agreement.

(h) Notwithstanding anything to the contrary contained herein, except upon the occurrence and during the continuance of an Event of Default hereunder, the Issuer hereby expressly reserves and retains the privilege to receive and, subject to the terms and provisions of this Indenture, to keep or dispose of, claim, bring suits upon or otherwise exercise, enforce or realize upon its rights and interest in and to the Financed Student Loans and the proceeds and collections therefrom, and neither the Indenture Trustee nor any Noteholder shall in any manner be or be deemed to be an indispensable party to the exercise of any such privilege, claim or suit, and the Indenture Trustee shall be under no obligation whatsoever to exercise any such privilege, claim or suit; provided, however, that the Indenture Trustee shall have and retain possession of the Financed Student Loans pursuant to Section 4.02 (which Financed Student Loans may be held by the Indenture Trustee’s agent or bailee) so long as such loans are subject to the lien of this Indenture.

(i) The Issuer shall notify the Indenture Trustee and each Rating Agency in writing prior to entering into any Derivative Product and shall not enter into any Derivative Product unless the Indenture Trustee has received a Rating Confirmation.

Section 3.05 Enforcement of the Master Servicing Agreement. Regardless of whether the Issuer is otherwise in default under this Indenture, the Issuer shall comply with and shall require the Master Servicer to comply with the following:

(a) The Issuer shall diligently enforce and take all reasonable steps, actions and proceedings necessary for the enforcement of all terms, covenants and conditions of the Master Servicing Agreement, including the prompt payment of all amounts due the Issuer thereunder, including without limitation all principal and interest payments and Guarantee Payments that relate to any Financed Student Loans, and cause the Master Servicer to specify whether payments received by it represent principal or interest;

(b) The Issuer shall not permit the release of the obligations of the Master Servicer under the Master Servicing Agreement except in conjunction with amendments or modifications permitted by (h) below;

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(c) The Issuer shall at all times, to the extent permitted by law, cause to be defended, enforced, preserved and protected the rights and privileges of the Issuer and of the Noteholders under or with respect to the Master Servicing Agreement;

(d) The Issuer shall at its own expense duly and punctually perform and observe each of its obligations to the Master Servicer under the Master Servicing Agreement in accordance with the terms thereof;

(e) The Issuer shall give the Indenture Trustee and the Rating Agencies prompt written notice of each default on the part of the Master Servicer of its obligations under the Master Servicing Agreement coming to the Issuer’s attention;

(f) The Issuer shall not waive any default by the Master Servicer under the Master Servicing Agreement without the written consent of the Indenture Trustee;

(g) The Issuer shall cause the Master Servicer to deliver to the Indenture Trustee and the Issuer, on or before March 31 of each year, beginning with March 31, 2005, a certificate stating that (i) a review of the activities of the Master Servicer during the preceding calendar year and of its performance under the Master Servicing Agreement has been made under the supervision of the officer signing such certificate and (ii) to the best of such officer’s knowledge, based on such review, the Master Servicer has fulfilled all its obligations under the Master Servicing Agreement throughout such year, or, there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. The Issuer shall send copies of such annual certificate of the Master Servicer to each Rating Agency; and

(h) The Issuer shall not consent or agree to or permit any amendment or modification of the Master Servicing Agreement that will in any manner materially adversely affect the rights or security of the Noteholders. The Issuer shall be entitled to receive and rely upon an opinion of its counsel that any such amendment or modification will not materially adversely affect the rights or security of the Noteholders.

Section 3.06 Procedures for Transfer of Funds. In any instance where this Indenture requires a transfer of funds or money from one Account to another, a transfer of ownership in investments or an undivided interest therein may be made in any manner agreeable to the Issuer and the Indenture Trustee, and in the calculation of the amount transferred, interest on the investment that has or will accrue before the date the money is needed in the Account to which the transfer is made shall not be taken into account or considered as money on hand at the time of such transfer.

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Section 3.07 Additional Covenants with Respect to the Act. The Issuer covenants that (i) so long as any of the Financed Student Loans were originated under the Act, it will cause the Indenture Trustee to be, or replace the Indenture Trustee with, an Eligible Lender under the Act, (ii) all Student Loans originated under the Act that it acquires shall be acquired from, and it shall cause such Student Loans to be held by, only an Eligible Lender, and (iii) it will not dispose of or deliver any Student Loan originated under the Act or any security interest in any such Student Loans to any party who is not an Eligible Lender so long as the Act or Regulations adopted thereunder require an Eligible Lender to be the owner or holder of Student Loans originated under the Act; provided, however, that nothing above shall prevent the Issuer from delivering Student Loans originated under the Act to the Master Servicer, any Subservicer or Guaranty Agency. The Noteholders shall not in any circumstances be deemed to be the owner or holder of Student Loans originated under the Act.

The Issuer, or its designated agent, shall be responsible for each of the following actions with respect to the Act:

(a) the Issuer, or its designated agent, shall be responsible for dealing with the Secretary with respect to the rights, benefits and obligations under the Certificates of Insurance and the Contract of Insurance, and the Issuer shall be responsible for dealing with the Guarantee Agencies with respect to the rights, benefits and obligations under the Guarantee Agreements with respect to Guaranteed Student Loans;

(b) the Issuer, or its designated agent, shall cause to be diligently enforced, and shall cause to be taken all reasonable steps, actions and proceedings necessary or appropriate for the enforcement of all terms, covenants and conditions of all Financed Student Loans and agreements in connection therewith, including the prompt payment of all principal and interest payments and all other amounts due thereunder;

(c) the Issuer, or its designated agent, shall cause the Financed Student Loans to be serviced by entering into the Master Servicing Agreement or other agreement with the Master Servicer for the collection of payments made for, and the administration of the accounts of, the Financed Student Loans;

(d) the Issuer, or its designated agent, shall comply, and shall cause all of its officers, directors, employees and agents to comply, with the provisions of the Act and any regulations or rulings thereunder, with respect to Financed Student Loans that were originated under the Act; and

(e) the Issuer, or its designated agent, shall cause the benefits of the Guarantee Agreements, the Interest Subsidy Payments and the Special Allowance Payments to flow to the Indenture Trustee. The Indenture Trustee shall have no liability for actions taken at the direction of the Issuer, except for negligence or willful misconduct in the performance of its express duties hereunder. The Indenture Trustee shall have no obligation to administer, service or collect the Financed Student Loans or to maintain or monitor the administration, servicing or collection of the Financed Student Loans.

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The Indenture Trustee shall not be deemed to be the designated agent of the Issuer for the purposes of this Section 3.07 unless it has agreed in writing to be such agent.

Section 3.08 Financed Student Loans; Collections Thereof; Assignment Thereof. The Issuer, through the Master Servicer, shall diligently collect all principal and interest payments on all Financed Student Loans, and all Interest Benefit Payments, insurance, guarantee and default claims and Special Allowance Payments that relate to such Financed Student Loans. The Issuer shall cause the filing and assignment of such claims (prior to the timely filing deadline for such claims under the Regulations, if applicable) by the Master Servicer. The Issuer will comply with the Act and Regulations that apply to the Program and to such Financed Student Loans.

Section 3.09 Opinions as to the Trust Estate.

(a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and any Counterparties 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 filing of any financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture 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.

(b) On or before March 31, in each calendar year, beginning in 2005, the Issuer shall furnish to the Indenture Trustee and any Counterparties an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any Supplemental Indentures and any other requisite documents and with respect to the filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any Supplemental Indentures and any other requisite documents and the filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until March 31 of the following calendar year. If the Indenture Trustee does not receive the Opinion of Counsel required by this paragraph on or before the date required or if such Opinion of Counsel indicates that the security interest created by this Indenture is no longer in effect or maintained, the Indenture Trustee shall promptly notify each Rating Agency and each Noteholder of such event.

Section 3.10 Appointment of Agents, Etc. The Issuer shall employ and appoint all employees, agents, consultants and attorneys that it may consider necessary.

Section 3.11 Capacity to Sue. The Issuer shall have the power and capacity to sue and to be sued on matters arising out of or relating to the financing of the Financed Student Loans.

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Section 3.12 Continued Existence; Successor to Issuer. The Issuer agrees that it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights and franchises as a Delaware statutory trust, except as otherwise permitted by this Section 3.12. The Issuer further agrees that it will not (a) sell, transfer or otherwise dispose of all or substantially all of its assets (except Financed Student Loans if such sale, transfer or disposition will discharge this Indenture in accordance with Article IX); (b) consolidate with or merge into another entity; or (c) permit one or more other corporations or entities to consolidate with or merge into it. The preceding restrictions in (a), (b) and (c) shall not apply to a transaction if (x) the transferee or the surviving or resulting corporation or entity, if other than the Issuer, by proper written instrument for the benefit of the Indenture Trustee, irrevocably and unconditionally assumes the obligation to perform and observe the agreements and obligations of the Issuer under this Indenture, and (y) the Issuer has received a Rating Confirmation regarding such transaction.

If a transfer is made as provided in this Section 3.12, the provisions of this Section 3.12 shall continue in full force and effect and no further transfer shall be made except in compliance with the provisions of this Section 3.12.

Section 3.13 Amendment of Transfer and Sale Agreements. The Issuer shall notify the Indenture Trustee in writing of any proposed amendments to the Transfer and Sale Agreements. No such amendment shall become effective unless and until the Indenture Trustee consents thereto in writing. The consent of the Indenture Trustee shall not be unreasonably withheld and shall not be withheld if the Indenture Trustee receives an Opinion of Counsel acceptable to it that such an amendment is required by the Act and is not materially prejudicial to the Noteholders. Notwithstanding the foregoing, however, the Indenture Trustee shall consent to any amendment from time to time so long as it is not materially prejudicial to the interests of the Noteholders, and the Indenture Trustee may rely on an Opinion of Counsel to such effect. The Indenture Trustee shall not be required to execute any amendment that affects its rights, duties, immunities or indemnities.

Section 3.14 Representations; Negative Covenants.

(a) The Issuer hereby makes the following representations and warranties to the Indenture Trustee on which the Indenture Trustee relies in authenticating the Notes and on which the Noteholders have relied in purchasing the Notes. Such representations and warranties shall survive the grant of the Trust Estate to the Indenture Trustee pursuant to this Indenture.

(i) Organization and Good Standing. The Issuer is duly formed and validly existing under the laws of Delaware, and has the power to own its assets and to transact the business in which it presently engages.

(ii) Due Qualification. The Issuer is duly qualified to do business and is in good standing, and has obtained all material necessary licenses and approvals, in all jurisdictions where the failure to be so qualified, have such good standing or have such licenses or approvals would have a material adverse effect on the Issuer’s business and operations or in which the actions as required by this Indenture require or will require such qualification.

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(iii) Authorization. The Issuer has the power, authority and legal right to execute, deliver and perform this Indenture and to grant the Trust Estate to the Indenture Trustee, and the execution, delivery and performance of this Indenture and grant of the Trust Estate to the Indenture Trustee have been duly authorized by the Issuer.

(iv) Binding Obligation. This Indenture, assuming due authorization, execution and delivery by the Indenture Trustee, constitutes a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except that (A) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, whether a proceeding at law or in equity.

(v) No Violation. The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof does not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the organizational documents of the Issuer, or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Issuer is a party or by which it is bound, or result in the creation or imposition of any lien upon any of its material properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Indenture, nor violate any law or any order, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Issuer or any of its properties.

(vi) No Proceedings. There are no proceedings, injunctions, writs, restraining orders or investigations to which the Issuer or any of its affiliates is a party pending, or, to the best of the Issuer’s knowledge, threatened, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (A) asserting the invalidity of this Indenture, (B) seeking to prevent the issuance of any Notes or the consummation of any of the transactions contemplated by this Indenture or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Issuer of its obligations under, or the validity or enforceability of this Indenture.

(vii) Approvals. All approvals, authorizations, consents, orders or other actions of any Person, or of any court, governmental agency or body or official, required on the part of the Issuer in connection with the execution and delivery of this Indenture have been taken or obtained on or prior to the Closing Date.

(viii) Place of Business. The Issuer’s place of business and office is located at the Corporate Trust Office of the Co-Owner Trustee.

(ix) Taxes. The Issuer has filed (or caused to be filed) all federal, state, county, local and foreign income, franchise and other tax returns required to be filed by it through the date hereof, and has paid all taxes reflected as due thereon. There is no pending

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dispute with any taxing authority that, if determined adversely to the Issuer, would result in the assertion by any taxing authority of any material tax deficiency, and the Issuer has no knowledge of a proposed liability for any tax year to be imposed upon its properties or assets for which there is not an adequate reserve reflected in its current financial statements.

(x) Legal Name. The legal name of the Issuer is “Education Funding Capital Trust-IV” and has not changed since its formation. The Issuer has no tradenames, fictitious names, assumed names or “dba’s” under which it conducts its business and has made no filing in respect of any such name.

(xi) Business Purpose. The Issuer has acquired the Financed Student Loans conveyed to it under the Depositor Transfer and Sale Agreement for a bona fide business purpose and has undertaken the transactions contemplated herein as principal rather than as an agent of any other Person. The Issuer has adopted and operated consistently with all formalities with respect to its operations and has engaged in no other activities other than those specified in this Indenture and the Depositor Transfer and Sale Agreement and in accordance with the transactions contemplated herein and therein.

(xii) Compliance With Laws. The Issuer is in compliance with all applicable laws and regulations with respect to the conduct of its business and has obtained and maintains all permits, licenses and other approvals as are necessary for the conduct of its operations.

(xiii) Valid Business Reasons; No Fraudulent Transfers. The transactions contemplated by this Indenture are in the ordinary course of the Issuer’s business and the Issuer has valid business reasons for granting the Trust Estate pursuant to this Indenture. At the time of each such grant: (A) the Issuer granted the Trust Estate to the Indenture Trustee without any intent to hinder, delay, or defraud any current or future creditor of the Issuer; (B) the Issuer was not insolvent and did not become insolvent as a result of any such grant; (C) the Issuer was not engaged and was not about to engage in any business or transaction for which any property remaining with it was an unreasonably small capital or for which the remaining assets of it are unreasonably small in relation to its business or the transaction; (D) the Issuer did not intend to incur, and did not believe or should not have reasonably believed, that it would incur, debts beyond its ability to pay as they become due; and (E) the consideration received by the Issuer for the grant of the Trust Estate was reasonably equivalent to the value of the related grant.

(xiv) No Management of Affairs of Depositor. The Issuer is not and will not be involved in the day-to-day management of the Depositor.

(xv) Ability to Perform. There has been no material impairment in the ability of the Issuer to perform its obligations under this Indenture.

(xvi) Financial Condition. No material adverse change has occurred in the Issuer’s financial status since the date of its formation.

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(xvii) Event of Default. No Event of Default has occurred and no event has occurred that, with the giving of notice, the passage of time, or both, would become an Event of Default.

(xviii) Acquisition of Financed Student Loans Legal. The Issuer has complied with all applicable federal, state and local laws and regulations in connection with its acquisition of the Financed Student Loans from the Depositor.

(xix) No Material Misstatements or Omissions. No information, certificate of an officer, statement furnished in writing or report delivered to the Indenture Trustee, the Master Servicer or any Noteholder by the Issuer contains any untrue statement of a material fact or omits a material fact necessary to make such information, certificate, statement or report not misleading.

(b) The Issuer will not:

(i) sell, transfer, exchange or otherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture;

(ii) claim any credit on, or make any deduction from, the principal amount of any of the Notes by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate;

(iii) except as otherwise provided herein, dissolve or liquidate in whole or in part, except with the prior written consent of the Indenture Trustee, and to the extent Notes remain Outstanding, approval of the Noteholders and a Rating Confirmation;

(iv) permit the validity or effectiveness of this Indenture, any Supplemental Indenture or any grant hereunder to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby;

(v) except as otherwise provided herein, permit any lien, charge, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof;

(vi) permit the lien of this Indenture not to constitute a valid first priority, perfected security interest in the Trust Estate;

(vii) incur or assume any indebtedness or guarantee any indebtedness of any Person whether secured by any Financed Student Loans under this Indenture or otherwise, except for such obligations as may be incurred by the Issuer in connection with the issuance of the Notes pursuant to this Indenture and unsecured trade payables in the ordinary course of its business;

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(viii) operate such that it would be consolidated with any affiliate and its separate existence disregarded in any federal or state proceeding;

(ix) act as agent of the Depositor or allow the Depositor to act as its agent;

(x) allow the Depositor or any other affiliate to pay its expenses, guarantee its obligations or advance funds to it for payment of expenses; or

(xi) consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Issuer or of or relating to all or substantially all of its property, or admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations.

(c) The Issuer makes the following representations and warranties as to the Trust Estate granted to the Indenture Trustee hereunder on which the Indenture Trustee relies in accepting the Trust Estate. Such representations and warranties shall survive the grant of the Trust Estate to the Indenture Trustee pursuant to this Indenture.

(i) Financed Student Loans. Notwithstanding the definition of “Student Loans” herein, the Issuer covenants not to acquire Student Loans delinquent by more than 90 days.

(ii) Schedule of Financed Student Loans. The information set forth in the Schedule of Financed Student Loans is true and correct in all material respects as of the opening of business on the Closing Date.

(iii) Grant. It is the intention of the Issuer that the transfer herein contemplated constitutes a grant of the Financed Student Loans to the Indenture Trustee.

(iv) All Filings Made. All filings (including, without limitation, UCC filings) necessary in any jurisdiction to give the Indenture Trustee a first priority perfected ownership and security interest in the Trust Estate, including the Financed Student Loans, have been made no later than the Closing Date and copies of the file-stamped financing statements shall be delivered to the Indenture Trustee within 5 Business Days of receipt by the Issuer or its agent from the appropriate secretary of state. The Issuer has not caused, suffered or permitted any lien, pledges, offsets, defenses, claims, counterclaims, charges or security interest with respect to the promissory notes relating to the Financed Student Loans (other than the security interest created in favor of the Indenture Trustee) to be created.

(v) Transfer Not Subject to Bulk Transfer Act. Each grant of the Financed Student Loans by the Issuer pursuant to this Indenture is not subject to the bulk transfer act or any similar statutory provisions in effect in any applicable jurisdiction.

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(vi) No Transfer Taxes Due. Each grant of the Financed Student Loans (including all payments due or to become due thereunder) by the Issuer pursuant to this Indenture is not subject to and will not result in any tax, fee or governmental charge payable by the Issuer or the Depositor to any federal, state or local government.

Section 3.15 Additional Covenants. So long as any of the Notes are Outstanding:

(a) The Issuer shall not engage in any business or activity other than in connection with the activities contemplated hereby and in the Transfer and Sale Agreements and in connection with the issuance of the Notes.

(b) The Issuer shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity except as otherwise provided herein.

(c) The funds and other assets of the Issuer shall not be commingled with those of any other individual, corporation, estate, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

(d) The Issuer shall not be, become or hold itself out as being liable for the debts of any other party.

(e) The Issuer shall act solely in its own name and through its duly Authorized Officers in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned.

(f) The Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Issuer may be kept (subject to any provision contained in the statutes) inside or outside of Delaware at such place or places as may be designated from time to time by the Issuer.

(g) All actions of the Issuer shall be taken by a duly Authorized Officer or agent of the Issuer.

(h) The Issuer shall not amend, alter, change or repeal any provision contained in this Section 3.15 without (i) the prior written consent of the Indenture Trustee and (ii) a Rating Confirmation (a copy of which shall be provided to the Indenture Trustee).

(i) The Issuer shall not amend the Trust Agreement without first obtaining the prior written consent of each Rating Agency.

(j) All audited financial statements of the Issuer that are consolidated with those of any affiliate thereof will contain detailed notes clearly stating that (i) all of the Issuer’s assets are owned by the Issuer, and (ii) the Issuer is a separate entity with creditors who have received ownership and/or security interests in the Issuer’s assets.

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(k) The Issuer will strictly observe legal formalities in its dealings with the Depositor or any affiliate thereof, and funds or other assets of the Issuer will not be commingled with those of the Depositor or any other affiliate thereof. The Issuer shall not maintain joint bank accounts or other depository accounts to which the Depositor or any other affiliate has independent access. None of the Issuer’s funds will at any time be pooled with any funds of the Depositor or any other affiliate.

(l) The Issuer will maintain an arm’s length relationship with the Depositor (and any affiliate). Any Person that renders or otherwise furnishes services to the Issuer will be compensated by the Issuer at market rates for such services except as otherwise provided in this Indenture. Except as contemplated in this Indenture, the Transfer and Sale Agreements, the Issuer will not hold itself out to be responsible for the debts of the Depositor or the decisions or actions respecting the daily business and affairs of the Depositor.

Section 3.16 Providing of Notice. The Issuer, upon learning of any failure on its part to observe or perform in any material respect any covenant, representation or warranty of the Issuer set forth in this Indenture or the Depositor Transfer and Sale Agreement, or of any failure on the part of the Depositor to observe or perform in any material respect any covenant, representation or warranty of the Depositor set forth in the Transfer and Sale Agreements, shall promptly notify the Indenture Trustee, the Master Servicer and each Rating Agency of such failure.

Section 3.17 Reports by Issuer. The Issuer shall:

(a) file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act;

(b) file with the Indenture Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(c) transmit by mail to the Noteholders, within 30 days after the filing thereof with the Indenture Trustee, in the manner and to the extent provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (a) and (b) of this Section 3.17 as may be required by rules and regulations prescribed from time to time by the Commission.

Section 3.18 Statement as to Compliance. The Issuer will deliver to the Indenture Trustee, within 120 days after the end of each Fiscal Year, a brief certificate from an Authorized Officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture and, in the event of any noncompliance, specifying such noncompliance and the

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nature and status thereof. For purposes of this Section 3.18, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Section 3.19 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if:

(a) default is made in the payment of any installment of interest, if any, on any Notes when such interest becomes due and payable; or

(b) default is made in the payment of the principal of and premium, if any, on any Notes at their Maturity, then the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and premium, if any, and interest, with interest upon any overdue principal and premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest, if any, at the rate or rates borne by or provided for in such Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as Indenture Trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon such Notes of such Series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon such Notes, wherever situated.

If an Event of Default with respect to Notes occurs and is continuing of which a Responsible Officer has actual knowledge, the Indenture Trustee may, after being indemnified to its satisfaction and in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate judicial proceedings as the Indenture Trustee shall deem appropriate to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 3.20 Representations of the Issuer Regarding the Indenture Trustee’s Security Interest. The Issuer hereby represents and warrants for the benefit of the Indenture Trustee and the Noteholders as follows:

(a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC in effect in the State of Delaware) in the Financed Student Loans in favor of the Indenture Trustee, which security interest is prior to all other liens, charges, security interests, mortgages or other encumbrances, and is enforceable as such as against creditors of and purchasers from Issuer.

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(b) The Financed Student Loans constitute either “general intangibles” or “instruments” within the meaning of the applicable UCC.

(c) The Issuer owns and has good and marketable title to the Financed Student Loans free and clear of any lien, charge, security interest, mortgage or other encumbrance, claim or encumbrance of any Person.

(d) The Issuer has caused or will have caused, within 10 days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Financed Student Loans granted to the Indenture Trustee hereunder.

(e) All executed copies of each promissory note that constitute or evidence the Financed Student Loans have been delivered to either the Indenture Trustee or the Custodian.

(f) The Issuer has received a written acknowledgment from each Custodian that such Custodian is holding the promissory notes that constitute or evidence the Financed Student Loans solely on behalf and for the benefit of the Indenture Trustee.

(g) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Financed Student Loans; the Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Financed Student Loans other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated; and the Issuer is not aware of any judgment or tax lien filings against Issuer.

The representations and warranties set forth in this Section 3.20 shall survive the termination of this Indenture. The Indenture Trustee shall not waive any of the representations and warranties set forth in this Section 3.20.

Section 3.21 Covenants of the Issuer Regarding the Indenture Trustee’s Security Interest. The Issuer hereby covenants for the benefit of the Indenture Trustee and the Noteholders that the Issuer shall take all steps necessary, and shall cause the Master Servicers to take all steps necessary and appropriate, to maintain the perfection and priority of the Indenture Trustee’s security interest in the Financed Student Loans.

Section 3.22 Certain Tax Forms and Treatment.

(a) Each Noteholder and any beneficial owner of a Note, if required by law, shall timely furnish the Issuer or its agents any U.S. federal income tax form or certification (such as IRS Form W-8BEN (Certification of Foreign Status as Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status) with all appropriate attachments, IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms) that the Issuer or its agents may reasonably request and shall update or replace such form or certification in accordance with its terms or its subsequent amendments. The Noteholder

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understands that the Issuer may require certification acceptable to it (a) to permit the Issuer to make payments to it without, or at a reduced rate of, withholding or (b) to enable the Issuer to qualify for a reduced rate of withholding or back-up withholding in any jurisdiction from or through which the Issuer receives payments on its assets. The Noteholder agrees to provide any such certification that is requested by the Issuer.

(b) The Issuer, the Co-Owner Trustee, the Depositor, the Indenture Trustee and each Noteholder agree to treat such Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes and further agree not to take any action inconsistent with such treatment, unless required by law.

(c) None of the Issuer, the Depositor, or the Indenture Trustee shall cause the Issuer to be treated as a separate entity that is an association taxable as a corporation for U.S. federal income tax purposes.

(d) The Administrator shall on behalf of the Issuer prepare, execute and timely file (or cause to be prepared, appropriately executed and timely filed) all federal, state and local tax and information returns, reports, information, statements and schedules required to be filed by or in respect of the Issuer, in accordance with this Indenture and as may be required under applicable tax laws.

(e) The Issuer intends to treat the transactions contemplated by the Depositor Transfer and Sale Agreement as an absolute transfer, and not a pledge, of the Financed Student Loans from the Depositor for financial accounting purposes. The Issuer and the Depositor intend to treat the Notes as indebtedness of the Depositor (or, if both the Issuer and the Depositor are “disregarded entities,” of the sole owner of the Depositor) and the Issuer assets as assets owned by the Depositor (or, if both the Issuer and the Depositor are “disregarded entities,” of the sole owner of the Depositor) for U.S. federal income tax purposes.

ARTICLE IV

ACCOUNTS

Section 4.01 Creation and Continuation of Trust Accounts and Accounts. There are hereby created and established the following Accounts (collectively, the “Trust Accounts”), which shall be held and maintained as trust accounts by the Indenture Trustee in its corporate trust department for the benefit of the Noteholders:

(i) Acquisition Account;

(ii) Collection Account;

(iii) Distribution Account;

(iv) Reserve Account; and

(v) Capitalized Interest Account.

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The Indenture Trustee is hereby authorized for the purpose of facilitating the administration of the Trust Estate and for the administration of the Notes to create further Accounts or to create Subaccounts in any of the various Accounts established hereunder that are deemed necessary or desirable.

Section 4.02 Acquisition Account. There shall be deposited into the Acquisition Account moneys from proceeds of the Notes. Financed Student Loans shall be held by the Indenture Trustee or its agent or bailee and shall be pledged to the Trust Estate and accounted for as a part of the Acquisition Account.

Moneys on deposit in the Acquisition Account shall be used, upon Issuer Order, solely to pay costs of issuance of the Notes and, upon receipt by the Indenture Trustee of a Student Loan Acquisition Certificate, to acquire Student Loans at a price that would permit the results of the Cash Flows provided to each Rating Agency on the Closing Date to be sustained as certified to the Indenture Trustee on each Student Loan Acquisition Certificate; provided that such price may be increased if Rating Confirmation is obtained, based on new Cash Flows containing such assumptions as the Issuer shall reasonably determine.

No amounts shall be transferred from the Acquisition Account to acquire or originate Student Loans having characteristics that are materially and adversely different from the characteristics of the Financed Student Loans shown in the most recent Cash Flows provided to the Rating Agencies, which characteristics include but are not limited to loan type, federal benefits, applicable borrower benefit programs, and provisions and servicing of such Financed Student Loans required by the Act as amended through the date hereof, unless the Issuer first obtains a Rating Confirmation. Any such Issuer Order or Student Loan Acquisition Certificate shall state that such proposed use of moneys in the Acquisition Account is in compliance with the provisions of this Indenture.

Amounts remaining in the Acquisition Account on July 31, 2004, after giving effect to all withdrawals from the Acquisition Account on or prior to that date, will be transferred to the Collection Account; provided, however, the transfer of those amounts may be delayed until a later date if the Issuer has received a Rating Confirmation with respect to that delay.

On each Quarterly Distribution Date occurring while any LIBOR Notes are Outstanding, and thereafter on each Monthly Allocation Date, to the extent amounts on deposit in the Distribution Account and allocated to the payment of interest on the Notes, amounts on deposit in the Collection Account representing interest receipts on the Financed Student Loans, and amounts on deposit in the Capitalized Interest Account are insufficient to make the transfers required by clauses (i) and (ii) of each of Sections 4.03(d) and 4.03(e), or if on the Stated Maturity of any Series of Notes, amounts on deposit in the Distribution Account and allocated to the payment of principal on that Series of Notes and amounts on deposit in the Collection Account are insufficient to make the required principal distributions to the Noteholders of that Series of Notes, to the extent of moneys in the Acquisition Account the amount of such deficiency shall be paid from the Acquisition Account before applying to that payment any amounts on deposit in the Reserve Account pursuant to Section 4.05(a).

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Amounts on deposit in the Acquisition Account may be used to pay principal on a Note only on its Stated Maturity.

Although the Issuer will be the beneficial owner of Financed Student Loans that were originated under the Act and the Noteholders will have a security interest therein, it is understood and agreed that the Trust Eligible Lender Trustee will be the legal owner thereof and the Indenture Trustee will have a security interest in such Financed Student Loans for and on behalf of the Noteholders. The notes representing Financed Student Loans that were originated under the Act will be held in the name of the Trust Eligible Lender Trustee for the account of the Issuer, for the benefit of the Noteholders.

Section 4.03 Collection Account.

(a) The Indenture Trustee shall deposit into the Collection Account all Revenues derived from Financed Student Loans, all other Revenue derived from moneys or assets on deposit in the Acquisition Account, the Distribution Account, the Capitalized Interest Account and the Reserve Account, all Counterparty Derivative Payments, moneys transferred from the Acquisition Account or Capitalized Interest Account as provided herein, and any other amounts to be deposited therein pursuant to and upon receipt of an Issuer Order.

(b) On or prior to the 15^th Business Day of each month, the Indenture Trustee shall calculate the amount of interest expected to accrue on the Class A Notes and on the Class B Notes and make the following allocations with funds on deposit in the Collection Account:

(i) first, deposit into the Distribution Account for the Secretary, an amount equal to the monthly rebate fee expected to be payable to the Secretary from the 15^th day of the current calendar month to the 14^th day of the subsequent calendar month plus previously accrued and unpaid or set aside amounts;

(ii) second, deposit into the Distribution Account for each Subservicer, pro rata, an amount equal to their fees expected to be payable from the 15^th day of the current calendar month to the 14^th day of the subsequent calendar month plus previously accrued and unpaid or set aside amounts;

(iii) third, deposit into the Distribution Account for the Indenture Trustee, the Trust Eligible Lender Trustee, and the Owner Trustee, pro rata, an amount equal to their fees expected to be payable from the 15^th day of the current calendar month to the 14^th day of the subsequent calendar month plus previously accrued and unpaid or set aside amounts;

(iv) fourth, deposit into the Distribution Account, pro rata, for the Auction Agent, the Broker-Dealers, the Market Agent and the Calculation Agent, an amount equal to their fees expected to be payable from the 15^th day of the current calendar month to the 14^th day of the subsequent calendar month plus previously accrued and unpaid or set aside amounts;

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(v) fifth, deposit into the Distribution Account for the Master Servicer and Administrator, pro rata, the amounts of the Master Servicing Fee and Administration Fee expected to be payable from the 15^th day of the current calendar month to the 14^th day of the subsequent calendar month plus previously accrued and unpaid or set aside amounts;

(vi) sixth, deposit into the Distribution Account, pro rata, for each Series of Class A Notes an amount equal to the sum of (i) the interest expected to accrue on the Class A Notes from the 15^th day of the current calendar month to the 14^th day of the subsequent calendar month plus previously accrued and unpaid or set aside amounts, and (ii) the amount expected to be payable as Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with the Class A Notes; and

(vii) seventh, deposit into the Distribution Account for the Class B Notes an amount equal to the sum of (i) the interest expected to accrue on the Class B Notes from the 15^th day of the current calendar month to the 14^th day of the subsequent calendar month plus previously accrued and unpaid or set aside amounts, and (ii) the amount expected to be payable as Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with the Class B Notes.

(c) On each Monthly Expense Payment Date, the Indenture Trustee shall pay the following fees from amounts on deposit in the Distribution Account and allocated to the payment of those fees, and to the extent of any insufficiency, from amounts on deposit in the Collection Account: (i) the monthly rebate fee payable to the Secretary, (ii) pro rata, the fees of each Subservicer, (iii) pro rata, the fees of the Indenture Trustee, the Trust Eligible Lender Trustee, and the Owner Trustee, (iv) pro rata, the fees of the Auction Agent, the Broker-Dealers, the Calculation Agent and the Market Agent, and (v) pro rata, the Master Servicing Fee and the Administration Fee; provided, however, for so long as Education Lending Services, Inc. is the Master Servicer and the Administrator, the Master Servicing Fee and the Administration Fee shall be paid only if (a) the Senior Parity Percentage is not less than 103% and the Parity Percentage is not less than 98%, calculated as of the last day of the month preceding the month in which the Master Servicing Fee and Administration Fee is to be paid, and (b) on or before the date which no LIBOR Notes remain Outstanding, three-month LIBOR is less than or equal to 10.65% at all times from the 15^th day of the previous calendar month to the 14^th day of the current calendar month, unless the Issuer has received a Rating Confirmation with respect to such payment. The Indenture Trustee shall make all payments set forth in this Section 4.03(c) directly to the party to whom the fees are due and only upon receipt of an invoice from such party accompanied by a written request for payment and approval by the Administrator or the Master Servicer. The Indenture Trustee shall withhold payment under this Section 4.03(c) until it is reasonably satisfied that the fee to be paid is eligible for payment under the terms of this Indenture. The monthly rebate fee payable to the Secretary shall be paid directly to the Secretary unless the Administrator or Master Servicer submits written evidence satisfactory to the Indenture Trustee that the rebate fee has already been paid.

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(d) On each Quarterly Distribution Date occurring on or before the date on which no LIBOR Notes remain Outstanding, and thereafter on each Monthly Allocation Date, the indenture trustee shall make the deposits and distributions set forth in clauses (i) through (xix) below, and in the case of a Quarterly Distribution Date or Monthly Allocation Date that is not an Auction Rate Distribution Date for all Auction Rate Notes, allocations to the Distribution Account with respect to those Auction Rate Notes (for principal and Carry-over Amounts), in the amounts and in the order of priority shown in clauses (i) through (xix) below, except as otherwise provided in Section 1.02(c). The Indenture Trustee shall calculate the amounts payable as Class A Noteholders’ Interest Distribution Amount and Class B Noteholders’ Interest Distribution Amounts. These deposits and distributions shall be made from amounts on deposit in the Distribution Account and allocated to the applicable payment; from and to the extent of the Available Funds on that Distribution Date after payment of the fees set forth in 4.03(c); from amounts transferred from the Capitalized Interest Account through September 15, 2005 with respect to clauses (i) and (ii) below on that Distribution Date; from amounts transferred from the Acquisition Account with respect to clauses (i) and (ii) below on that Distribution Date and with respect to the payment of principal on the Class A Notes and Class B Notes at their Stated Maturities; and from amounts transferred from the Reserve Account with respect to clauses (i) and (ii) below on that Distribution Date and with respect to the payment of principal on the Class A Notes and Class B Notes at their Stated Maturities.

(i) Pro rata, based on the aggregate principal balance of the Class A Notes entitled to distributions on this date and on the amount payable as Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with those Class A Notes:

(1) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount, and

(2) to the Counterparties under Derivative Products payable on a parity with the Class A Notes, the amount payable as Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under each Derivative Product, pro rata, based on the amounts payable by the Issuer under each Derivative Product;

(ii) pro rata, based on the aggregate principal balance of the Class B Notes entitled to distributions on this date and the amount payable as Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with those Class B Notes:

(1) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount, and

(2) to the Counterparties under Derivative Products payable on a parity with the Class B Notes, the amount payable as Scheduled

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Issuer Derivative Payments and Specified Issuer Termination Payments under each Derivative Product, pro rata, based on the amounts payable by the Issuer under each Derivative Product;

(iii) to the Series A-1 Noteholders until paid in full, the Class A Noteholders’ Principal Distribution Amount;

(iv) after the Series A-1 Notes have been paid in full, to the Series A-2 Noteholders until paid in full, the Class A Noteholders’ Principal Distribution Amount;

(v) after the Series A-2 Notes have been paid in full, to the Series A-3 Noteholders until paid in full, the Class A Noteholders’ Principal Distribution Amount;

(vi) after the Series A-3 Notes have been paid in full, to the Class B Noteholders, subject to Section 1.02(c), the Class B Noteholders’ Principal Distribution Amount, and to the Series A-4 Noteholders until paid in full, the Class A Noteholders’ Principal Distribution Amount;

(vii) after the Series A-4 Notes have been paid in full, to the Class B Noteholders, subject to Section 1.02(c), the Class B Noteholders’ Principal Distribution Amount, and to the Series A-5 Noteholders until paid in full, the Class A Noteholders’ Principal Distribution Amount;

(viii) after the Series A-5 Notes have been paid in full, to the Class B Noteholders, subject to Section 1.02(c), the Class B Noteholders’ Principal Distribution Amount, and to the Series A-6 Noteholders until paid in full, the Class A Noteholders’ Principal Distribution Amount;

(ix) after all of the Class A Notes have been paid in full, to the Class B Noteholders until paid in full, the Class B Noteholders’ Principal Distribution Amount;

(x) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Reserve Account Requirement;

(xi) if the Parity Percentage is not equal to at least the Required Parity Percentage or the Senior Parity Percentage is not equal to at least the Required Senior Parity Percentage, to the Distribution Account to pay principal on the Class A Notes on their next respective Distribution Dates, in the order and priority described in Section 1.02(b), the least amount required to increase the Parity Percentage to at least the Required Parity Percentage and the Senior Parity Percentage to at least the Required Senior Parity Percentage, with those percentages computed assuming that immediately prior to the computation, the required payments of principal were actually made on the Class A Notes;

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(xii) if the Parity Percentage is not equal to at least the Required Parity Percentage, to the Distribution Account to pay principal on the Class B Notes on their next Distribution Date, the least amount required to increase the Parity Percentage to at least the Required Parity Percentage, with that percentage computed assuming that immediately prior to the computation, the required payments of principal were actually made on the Class B Notes;

(xiii) to the Distribution Account to be paid on the next respective Distribution Dates for the Class A Auction Rate Notes, pro rata, any Class A Carry-over Amounts;

(xiv) to the Distribution Account to be paid on the next respective Distribution Dates for the Class B Auction Rate Notes, any Class B Carry-over Amounts;

(xv)  pro rata, based on the amount of any Other Issuer Termination Payments due pursuant to this clause, to the Counterparties under each Derivative Product payable on a parity with the Class A Notes, the amount of any Other Issuer Termination Payments due and payable;

(xvi) pro rata, based on the amount of any Other Issuer Termination Payments due pursuant to this clause, to the Counterparties under each Derivative Product payable on a parity with the Class B Notes, the amount of any Other Issuer Termination Payments due and payable; and

(xvii) to the Co-Owner Trustee for deposit into the Certificate Distribution Account, any remaining amounts after application of the preceding clauses if, and after giving effect to the transfer of any amounts to the Co-Owner Trustee, the Parity Percentage is equal to at least the Required Parity Percentage and the Senior Parity Percentage is equal to at least the Required Senior Parity Percentage; provided, however, that after June 1, 2021, amounts may be transferred to the Co-Owner Trustee pursuant to this clause only if, after giving effect to that transfer, the Value of the Trust Estate is at least $50,000 greater than the Value thereof required to cause both the Parity Percentage to equal or exceed the Required Parity Percentage and the Senior Parity Percentage to equal or exceed the Required Senior Parity Percentage; provided further, that amounts may only be released to the Co-Owner Trustee pursuant to this clause (xvii) quarterly following the review required by Section 7(b)(viii) of the Administration Agreement.

On each Quarterly Distribution Date that is not an Auction Rate Distribution Date, in lieu of making payments on that date of principal and Carry-over Amounts to the Auction Rate Notes that do not have a Distribution Date on such Quarterly Distribution Date, these amounts shall be deposited into the Distribution Account.

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(e) On each Auction Rate Distribution Date that is not a Quarterly Distribution Date or Monthly Allocation Date, the Indenture Trustee shall make the following distributions:

(i) first, from amounts deposited in the Distribution Account that were allocated to the Class A Auction Rate Notes with a Distribution Date on this Auction Rate Distribution Date and to Counterparties under Derivative Products payable on a parity with those Class A Auction Rate Notes, and then from amounts on deposit in the Collection Account, pro rata, based on the aggregate principal balance of those Class A Auction Rate Notes and the amount payable as Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under each Derivative Product payable on a parity with those Class A Auction Rate Notes:

(1) to the Noteholders of those Class A Auction Rate Notes, the Class A Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount, and

(2) to the Counterparties under Derivative Products payable on a parity with those Class A Auction Rate Notes, the amount payable as Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under each Derivative Product, pro rata, based on the amounts payable by the Issuer under each Derivative Product; and

(ii) second, from amounts deposited in the Distribution Account that were allocated to the Class B Auction Rate Notes with a Distribution Date on this Auction Rate Distribution Date and to Counterparties under Derivative Products payable on a parity with those Class B Auction Rate Notes, and then from amounts on deposit in the Collection Account, pro rata, based on the aggregate principal balance of those Class B Auction Rate Notes and the amount payable as Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under each Derivative Product payable on a parity with those Class B Auction Rate Notes:

(1) to the Noteholders of those Class B Auction Rate Notes, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount, and

(2) to the Counterparties under Derivative Products payable on a parity with those Class B Auction Rate Notes, the amount payable as Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under each Derivative Product, pro rata,

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based on the amounts payable by the Issuer under each Derivative Product.

Amounts on deposit in the Distribution Account with respect to principal and Carry-over Amounts allocated to the Auction Rate Notes will be paid on the Auction Rate Notes on their Auction Rate Distribution Dates.

Notwithstanding the foregoing, in the event the Financed Student Loans are not sold as described in Section 10.03, on each subsequent Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance, the Indenture Trustee shall distribute as accelerated payments of principal on the Notes all amounts that would otherwise be paid to the Co-Owner Trustee for deposit into the Certificate Distribution Account.

(f) As long as any Class A Notes remain Outstanding, the order of payments in subsections (d) and (e) of this Section will be modified if, after giving effect to the payments on any Distribution Date, a payment Event of Default has occurred under this Indenture (in which event amounts will be applied as provided herein with respect to Events of Default).

In such event, the Class B Notes shall not receive any payments of interest or principal and Issuer Derivative Payments under Derivative Products that are payable on a parity with the Class B Notes shall not be made. Any such deferral of payments on the Class B Notes or of Issuer Derivative Payments that are payable on a parity with the Class B Notes shall not constitute an Event of Default under this Indenture.

Section 4.04 Distribution Account.

The Indenture Trustee shall deposit into the Distribution Account all amounts required to be deposited therein pursuant to Section 4.03(b). The Indenture Trustee shall use amounts on deposit in the Distribution Account to make the distributions pursuant to Sections 4.03(c), (d) and (e).

Section 4.05 Reserve Account.

(a) On each Quarterly Distribution Date occurring while any LIBOR Notes are Outstanding, and thereafter on each Monthly Allocation Date, to the extent there are insufficient moneys in the Distribution Account or Collection Account to make the transfers required by clauses (i) and (ii) of each of Sections 4.03(d) and 4.03(e), and after the transfer of amounts from the Capitalized Interest Account as provided in Section 4.07, the amount of such deficiency shall be paid directly from the Reserve Account.

(b) Money in the Reserve Account may be used to pay principal on a Note only on its Stated Maturity.

(c) If the Reserve Account is used for the purposes described in Section 4.05(a) and (b), the Indenture Trustee shall restore the Reserve Account to the Reserve Account Requirement by transfers from the Collection Account on the next Quarterly

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Distribution Date or Monthly Allocation Date, as applicable, pursuant to Section 4.03(d)(x). If the full amount required to restore the Reserve Account to the Reserve Account Requirement is not available in the Collection Account on such next succeeding Quarterly Distribution Date or Monthly Allocation Date, as applicable, the Indenture Trustee shall continue to transfer funds from the Collection Account as they become available and in accordance with Section 4.03(d)(x) until the deficiency in the Reserve Account has been eliminated.

(d) On any day that the amount in the Reserve Account exceeds the Reserve Account Requirement, the Indenture Trustee shall transfer the excess to the Collection Account.

(e) On the date of redemption of all of the Notes, at the direction of the Issuer, the Indenture Trustee shall transfer all moneys in the Reserve Account to the Collection Account.

If at any time the balance in the Reserve Account, together with other available funds of the Issuer on deposit with the Indenture Trustee, shall be sufficient to retire all Notes Outstanding, the Issuer shall direct the Indenture Trustee to apply that balance to retire all Notes Outstanding.

Section 4.06 Transfers to Co-Owner Trustee. Transfers from the Collection Account to the Co-Owner Trustee may be made in accordance with Section 4.03(d)(xvii); provided, however, that no transfer of assets to the Co-Owner Trustee shall be made if there is not on deposit in the Reserve Account an amount equal to at least the Reserve Account Requirement; and further provided, that no transfer shall be made to the Co-Owner Trustee unless immediately after taking into account any such transfer, the Parity Percentage is at least equal to the Required Parity Percentage and the Senior Parity Percentage is at least equal to the Required Senior Parity Percentage.

The amounts so transferred to the Co-Owner Trustee shall be distributed as provided in the Trust Agreement.

Section 4.07 Capitalized Interest Account. On each Quarterly Distribution Date occurring while any LIBOR Notes are Outstanding, and thereafter on each Monthly Allocation Date, to the extent moneys on deposit in the Distribution Account allocated to the payment of interest on the Notes and moneys on deposit in the Collection Account representing interest payments on the Financed Student Loans are insufficient to make the transfers required by clauses (i) and (ii) of each of Sections 4.03(d) and 4.03(e), to the extent of moneys in the Capitalized Interest Account the amount of such deficiency shall be paid from the Capitalized Interest Account before any amounts on deposit in the Collection Account representing principal payments on the Financed Student Loans are used to pay such deficiency and before applying to that payment amounts on deposit in the Acquisition Account pursuant to Section 4.02 or amounts on deposit in the Reserve Account pursuant to Section 4.05(a). Amounts remaining in the Capitalized Interest Account on September 15, 2005, after giving effect to all withdrawals from the Capitalized Interest Account on or prior to that date, will be transferred to the Collection Account and, subject to the Rating Agency Condition, may be transferred to the Collection Account on an earlier date.

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Section 4.08 Investment of Funds Held by Indenture Trustee. The Indenture Trustee shall invest money held for the credit of any Account or Subaccount held by the Indenture Trustee hereunder as directed in writing by an Authorized Officer of the Issuer, to the fullest extent practicable and reasonable, in Eligible Investments that shall mature or be redeemed prior to the respective dates when the money held for the credit of such Account or Subaccount will be required for the purposes intended. In the absence of any such direction and to the extent practicable, the Indenture Trustee shall invest amounts held hereunder in those Eligible Investments described in clause (a) of the definition of the Eligible Investments. The Indenture Trustee and the Issuer hereby agree that unless an Event of Default shall have occurred hereunder, the Issuer acting by and through an Authorized Officer shall be entitled to, and shall, provide written direction or oral direction confirmed in writing to the Indenture Trustee with respect to any discretionary acts required or permitted of the Indenture Trustee under any Eligible Investments and the Indenture Trustee shall not take such discretionary acts without such written direction. The Indenture Trustee shall verify that all investments of moneys held in any Account or Subaccount held by the Indenture Trustee constitute Eligible Investments.

The Eligible Investments purchased with moneys held for the credit of any Account or Subaccount shall be held by the Indenture Trustee and shall be deemed at all times to be part of such Account or Subaccount, and the Indenture Trustee shall inform the Issuer of the details of all such investments. Upon direction in writing from an Authorized Officer of the Issuer, the Indenture Trustee shall use its best efforts to sell at the best price obtainable, or present for redemption, any Eligible Investments purchased by it as an investment whenever it shall be necessary to provide money to meet any payment from the applicable Account or Subaccount. The Indenture Trustee shall advise the Issuer in writing, on or before the 15^th day of each calendar month (or such later date as reasonably consented to by the Issuer), of all investments held for the credit of each Account and Subaccount in its custody under the provisions of this Indenture as of the end of the preceding month and the value thereof, and shall list any investments that were sold or liquidated for less than their Value at the time thereof.

Money in any Account or Subaccount constituting a part of the Trust Estate may be pooled for the purpose of making investments and may be used to pay accrued interest on Eligible Investments purchased. Money in any Account or Subaccount constituting a part of the Trust Estate may not be pooled with money held outside of the Trust Estate for the purpose of making investments. The Indenture Trustee and its affiliates may act as principal or agent in the acquisition or disposition of any Eligible Investments.

Notwithstanding the foregoing, the Indenture Trustee shall not be responsible or liable for any losses on investments made by it hereunder or for keeping all Accounts and Subaccount held by it fully invested at all times, its only responsibility being to comply with the investment instructions of the Issuer or its designee in a non-negligent manner. The Indenture Trustee shall have no liability in respect of losses incurred as a result of liquidation of any Eligible Investment prior to its stated maturity or failure to provide timely written directions.

The Issuer acknowledges that to the extent the regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Issuer the right to receive brokerage confirmations of security transactions, the Issuer waives receipt of such confirmations.

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Section 4.09 Indenture Trustee’s Control over the Trust Accounts. The Indenture Trustee, on behalf of the Noteholders and any Counterparties, shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and any Counterparties. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee agrees, by its acceptance of the trusts herein created, that it shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Issuer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Issuer shall notify the Indenture Trustee and any Counterparties in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.

By the fifteenth Business Day of each month, the Indenture Trustee shall perform month-end reconciliations of each Trust Account as of the end of the prior month and provide a copy of such reconciliations to the Issuer.

With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance of the trusts herein created, that:

(a) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;

(b) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery”; any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery”; and any Trust Account Property that is an “uncertificated security” under Article VIII of the UCC and that is not governed by clause (a) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery.”

Section 4.10 Release; Sale or Exchange of Financed Student Loans. The Indenture Trustee shall, upon Issuer Order and subject to the provisions of this Indenture and the Rating Agency Condition, take all actions reasonably necessary to effect the release of any Financed Student Loans from the lien of this Indenture; provided, however, if no LIBOR Notes remain Outstanding and the release of Financed Student Loans will not cause the Parity Percentage or the Senior Parity Percentage to fall below the Required Parity Percentage or the Required Senior Parity Percentage, respectively, then Financed Student Loans may be released from the lien of this Indenture without satisfying the Rating Agency Condition for any of the following purposes:

(a) administrative reasons including without limitation the making of Add-on Consolidation Loans;

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(b) required sales to Guaranty Agencies for claims payments related to defaulted Student Loans; and

(c) required sales to Subservicers for claims payments on Student Loans which have lost their Guarantee due to servicing errors.

Section 4.11 Purchase of Notes. Pursuant to this Indenture, any amounts held under this Indenture that are available to redeem Notes may instead be used to purchase Notes outstanding under this Indenture at the same times and subject to the same conditions (except as to price) as apply to the redemption of Notes.

ARTICLE V

DEFAULTS AND REMEDIES

Section 5.01 Events of Default Defined. For the purpose of this Indenture, the following events are hereby defined as, and are declared to be, “Events of Default”:

(a) default in the due and punctual payment of the principal of or interest on any of the Class A Notes when due;

(b) if no Class A Notes are Outstanding hereunder, default in the due and punctual payment of the principal of or interest on any of the Class B Notes when due;

(c) default in the performance or observance of any other of the covenants, agreements, or conditions on the part of the Issuer to be kept, observed, and performed contained in this Indenture or in the Notes, and continuation of such default for a period of 90 days after written notice thereof by the Indenture Trustee to the Issuer; and

(d) the occurrence of an Event of Bankruptcy with respect to the Issuer.

Failure to pay interest carryover amounts or interest on interest carryover amounts shall not constitute an Event of Default.

Any notice herein provided to be given to the Issuer with respect to any default shall be deemed sufficiently given if sent by registered mail with postage prepaid to the Person to be notified, addressed to such Person at the post office address as shown in Section 8.01 or such other address as may hereafter be given as the principal office of the Issuer in writing to the Indenture Trustee by an Authorized Officer of the Issuer. The Indenture Trustee shall give such notice if requested to do so in writing by the Noteholders of at least a majority of the principal amount of the Highest Priority Obligations at the time Outstanding (“Noteholder Approval”).

Section 5.02 Remedy on Default; Possession of Trust Estate. Subject to Section 5.09, upon the happening and continuance of any Event of Default, the Indenture Trustee personally or by its attorneys or agents may enter into and upon and take possession of such

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portion of the Trust Estate as shall be in the custody of others, and all property comprising the Trust Estate, and each and every part thereof, and exclude the Issuer and its agents, servants, and employees wholly therefrom, and have, hold, use, operate, manage, and control the same and each and every part thereof, and in the name of the Issuer or otherwise, as they shall deem best, conduct the business thereof and exercise the privileges pertaining thereto and all the rights and powers of the Issuer and use all of the then existing Trust Estate for that purpose, and collect and receive all charges, income and Revenue of the same and of every part thereof, and after deducting therefrom all expenses incurred hereunder and all other proper outlays herein authorized, and all payments that may be made as just and reasonable compensation for its own services, and for the services of its attorneys, agents, and assistants (and any other amounts due and owing including amounts due and owing to the Owner Trustee and Co-Owner Trustee), the Indenture Trustee shall apply the rest of the money received by the Indenture Trustee as follows:

(a) if the principal of none of the Obligations shall have become due, first, to the payment of the interest in default on the Class A Notes and to the payment of all Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments then due under Derivative Products payable on a parity with the Class A Notes, in the order of the maturity of the installments of such interest and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments, with interest on the overdue installments thereof at the same rates, respectively, as were borne by the Class A Notes on which such interest shall be in default and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments as provided in the ISDA Master Agreement, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; second, to the payment of the interest in default on the Class B Notes and to the payment of all Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments then due under Derivative Products payable on a parity with the Class B Notes, in the order of the maturity of the installments of such interest and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments, with interest on the overdue installments thereof at the same rates, respectively, as were borne by the Class B Notes on which such interest shall be in default and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments as provided in the ISDA Master Agreement, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; third, to the payment of the interest in default on any other borrowings of the Issuer and to the payment of all Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments then due under Derivative Products payable on a parity those other borrowings, in the order of the maturity of the installments of such interest and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments, with interest on the overdue installments thereof at the same rates, respectively, as were borne by the other borrowings on which such interest shall be in default and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments as provided in the ISDA Master Agreement, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; fourth, to the payment of interest accrued on the Carry-over Amounts of the Class A Auction Rate Notes, to the payment of Carry-over Amounts of the Class A Auction Rate Notes, to the payment of interest accrued on the Carry-over Amounts of the Class B Auction Rate Notes, and to the payment of the Carry-over Amounts of the Class B Auction Rate Notes, in that order of priority; fifth, (only if the Senior Parity Percentage is at least the Required

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Senior Parity Percentage and the Parity Percentage is at least the Required Parity Percentage upon the application of such payment) to the payment of all Other Issuer Termination Payments then due under Derivative Products payable on a parity with the Class A Notes, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; sixth, (only if the Senior Parity Percentage is at least the Required Senior Parity Percentage and the Parity Percentage is at least the Required Parity Percentage upon the application of such payment or there are no Class A Notes and Class B Notes Outstanding under the Indenture) to the payment of all Other Issuer Termination Payments then due under Derivative Products payable on a parity with the Class B Notes, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; and seventh, (only if the Senior Parity Percentage is at least the Required Senior Parity Percentage and the Parity Percentage is at least the Required Parity Percentage upon the application of such payment or there are no Class A Notes and Class B Notes Outstanding under the Indenture) to the payment of all Other Issuer Termination Payments then due under Derivative Products payable on a parity with any other borrowings of the Issuer, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; provided, however, if any amount due and payable as described in clauses fifth, sixth and seventh above is not paid as a result of the Required Senior Parity Percentage or Required Parity Percentage not being present, such due and payable amount shall continue to be due and payable at such time as the Required Senior Parity Percentage and Required Parity Percentage are attained; and

(b) if the principal of any of the Obligations shall have become due by declaration of acceleration or otherwise, first, to the payment of the interest in default on the Class A Notes and to the payment of all Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments then due under Derivative Products payable on a parity with the Class A Notes, in the order of the maturity of the installments of such interest and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments, with interest on the overdue installments thereof at the same rates, respectively, as were borne by the Class A Notes on which such interest shall be in default and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments as provided in the ISDA Master Agreement, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; second, to the payment of the principal of all Class A Notes then due and Specified Issuer Termination Payments then due under Derivative Products payable on a parity with the Class A Notes, such payments to be made ratably to the parties entitled thereto without discrimination or preference; third, to the payment of the interest in default on the Class B Notes and to the payment of all Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments then due under Derivative Products payable on a parity with the Class B Notes, in the order of the maturity of the installments of such interest and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments, with interest on the overdue installments thereof at the same rates, respectively, as were borne by the Class B Notes on which such interest shall be in default and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments as provided in the ISDA Master Agreement, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; fourth, to the payment of the principal of all Class B Notes then due and Specified Issuer Termination Payments then due under Derivative Products payable on a parity

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with the Class B Notes, such payments to be made ratably to the parties entitled thereto without discrimination or preference; fifth, to the payment of the interest in default on any other borrowings of the Issuer and to the payment of all Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments then due under Derivative Products payable on a parity those other borrowings, in the order of the maturity of the installments of such interest and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments, with interest on the overdue installments thereof at the same rates, respectively, as were borne by the other borrowings on which such interest shall be in default and any such Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments as provided in the ISDA Master Agreement, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; sixth, to the payment of the principal of all other borrowings of the Issuer, if any, then due and Specified Issuer Termination Payments then due under Derivative Products payable on a parity those other borrowings, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; seventh, to the payment of interest accrued on the Carry-over Amounts of the Class A Auction Rate Notes, to the payment of Carry-over Amounts of the Class A Auction Rate Notes, to the payment of interest accrued on the Carry-over Amounts of the Class B Auction Rate Notes, and to the payment of the Carry-over Amounts of the Class B Auction Rate Notes, in that order of priority; eighth, to the payment of all Other Issuer Termination Payments then due under Derivative Products payable on a parity with the Class A Notes, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; ninth, to the payment of all Other Issuer Termination Payments then due under Derivative Products payable on a parity with the Class B Notes, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture; and tenth, to the payment of all Other Issuer Termination Payments then due under Derivative Products payable on a parity with any other borrowings of the Issuer, such payments to be made ratably to the parties entitled thereto without discrimination or preference, except as may be provided in a Supplemental Indenture.

Section 5.03 Remedies on Default; Advice of Counsel. Upon the happening of any Event of Default, the Indenture Trustee may proceed to protect and enforce the rights of the Indenture Trustee and the Noteholders in such manner as counsel for the Indenture Trustee may advise, whether for the specific performance of any covenant, condition, agreement or undertaking herein contained, or in aid of the execution of any power herein granted, or for the enforcement of such other appropriate legal or equitable remedies as, in the opinion of such counsel, may be more effectual to protect and enforce the rights aforesaid. The Indenture Trustee shall give notice of any action it is taking pursuant to Article V with respect to an Event of Default to each Rating Agency.

Section 5.04 Remedies on Default; Sale of Trust Estate. Upon the happening of any Event of Default and if the principal of all of the Outstanding Obligations shall have been declared due and payable, then and in every such case, and irrespective of whether other remedies authorized shall have been pursued in whole or in part, the Indenture Trustee may sell, with or without entry, to the highest bidder the Trust Estate, and all right, title, interest, claim and demand thereto and the right of redemption thereof, at any such place or places, and at such time or times and upon such notice and terms as may be required by law. Upon such sale the

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Indenture Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the Issuer and all Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money or to inquire as to the authorization, necessity, expediency or regularity of any such sale. The Indenture Trustee is hereby irrevocably appointed the true and lawful attorney-in-fact of the Issuer, in its name and stead, to make and execute all bills of sale, instruments of assignment and transfer and such other documents of transfer as may be necessary or advisable in connection with a sale of all or part of the Trust Estate, but the Issuer, if so requested by the Indenture Trustee, shall ratify and confirm any sale or sales by executing and delivering to the Indenture Trustee or to such purchaser or purchasers all such instruments as may be necessary, or in the judgment of the Indenture Trustee, proper for the purpose that may be designated in such request. In addition, the Indenture Trustee may proceed to protect and enforce the rights of the Indenture Trustee and the holders of the Obligations in such manner as counsel for the Indenture Trustee may advise, whether for the specific performance of any covenant, condition, agreement or undertaking herein contained, or in aid of the execution of any power herein granted, or for the enforcement of such other appropriate legal or equitable remedies as may in the opinion of such counsel, be more effectual to protect and enforce the rights aforesaid. The Indenture Trustee shall take any such action or actions if requested to do so in writing by the Noteholders of at least a majority of the principal amount of the Highest Priority Obligations at the time Outstanding.

Section 5.05 Appointment of Receiver. In case an Event of Default occurs, and if all of the Outstanding Obligations shall have been declared due and payable and in case any judicial proceedings are commenced to enforce any right of the Indenture Trustee or of the Noteholders under this Indenture or otherwise, then as a matter of right, the Indenture Trustee shall be entitled to the appointment of a receiver of the Trust Estate and of the earnings, income or Revenue, rents, issues and profits thereof with such powers as the court making such appointments may confer.

Section 5.06 Restoration of Position. In case the Indenture Trustee shall have proceeded to enforce any rights under this Indenture by sale or otherwise, and such proceedings shall have been discontinued, or shall have been determined adversely to the Indenture Trustee, then and in every such case to the extent not inconsistent with such adverse decree, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former respective positions and the rights hereunder in respect to the Trust Estate, and all rights, remedies, and powers of the Indenture Trustee and of the Noteholders shall continue as though no such proceeding had been taken.

Section 5.07 Purchase of Properties by Indenture Trustee or Noteholders. In case of any such sale of the Trust Estate, any Noteholder or Noteholders or committee of Noteholders or the Indenture Trustee, may bid for and purchase such property and upon compliance with the terms of sale may hold, retain possession, and dispose of such property as the absolute right of the purchaser or purchasers without further accountability and shall be entitled, for the purpose of making any settlement or payment for the property purchased, to use and apply any Obligations hereby secured and any interest thereon due and unpaid, by presenting such Obligations in order that there may be credited thereon the sum apportionable and applicable thereto out of the net proceeds of such sale, and thereupon such purchaser or purchasers shall be

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credited on account of such purchase price payable to him or them with the sum apportionable and applicable out of such net proceeds to the payment of or as a credit on the Obligations so presented.

Section 5.08 Application of Sale Proceeds. The proceeds of any sale of the Trust Estate, together with any funds at the time held by the Indenture Trustee and not otherwise appropriated, shall be applied by the Indenture Trustee as set forth in Section 5.02, and then to the Issuer or whomsoever shall be lawfully entitled thereto.

Section 5.09 Accelerated Maturity. If an Event of Default shall have occurred and be continuing, the Indenture Trustee may declare, or upon the written direction by the Noteholders of at least a majority of the principal amount of the Highest Priority Obligations then Outstanding, shall declare, the principal of all Obligations then Outstanding, and the interest thereon, if not previously due, immediately due and payable, anything in the Obligations or this Indenture to the contrary notwithstanding; provided, however, that for a declaration of acceleration upon a default pursuant to Section 5.01(c) shall require the consent of a majority of the Noteholders of the principal amount of Class A Notes then Outstanding and a majority of the Noteholders of the principal amount of Class B Notes then Outstanding.

Section 5.10 Remedies Not Exclusive. The remedies herein conferred upon or reserved to the Indenture Trustee or the holders of Obligations are not intended to be exclusive of any other remedy, but each remedy herein provided shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, and every power and remedy hereby given to the Indenture Trustee or to the holders of Obligations, or given by any Supplemental Indenture, may be exercised from time to time as often as may be deemed expedient. No delay or omission of the Indenture Trustee or of any holder of Obligations to exercise any power or right arising from any default hereunder shall impair any such right or power or shall be construed to be a waiver of any such default or to be acquiescence therein.

Section 5.11 Direction of Indenture Trustee. Upon the happening of any Event of Default, the Noteholders of at least a majority of the principal amount of the Highest Priority Obligations then Outstanding, shall have the right by an instrument or instruments in writing delivered to the Indenture Trustee to direct and control the Indenture Trustee as to the method of taking any and all proceedings for any sale of any or all of the Trust Estate, or for the appointment of a receiver, if permitted by law, and may at any time cause any proceedings authorized by the terms hereof to be so taken or to be discontinued or delayed; provided, however, that such Noteholders shall not be entitled to cause the Indenture Trustee to take any proceedings that in the Indenture Trustee’s opinion would be unjustly prejudicial to non-assenting holders of Obligations, but the Indenture Trustee shall be entitled to assume that the action requested by the Noteholders of at least a majority of the principal amount of the Highest Priority Obligations then Outstanding will not be prejudicial to any non-assenting Noteholders unless the Noteholders of at least a majority of the principal amount of Obligations of the non-assenting Noteholders, in writing, show the Indenture Trustee how they will be prejudiced. Anything in this Indenture to the contrary notwithstanding, the Noteholders of at least a majority of the principal amount of the Highest Priority Obligations then Outstanding together with the Noteholders of at least a majority of the principal amount of all other Obligations then Outstanding shall have the right, at any time, by an instrument or instruments in writing executed

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and delivered to the Indenture Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder, provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture. The provisions of this Section 5.11 shall be expressly subject to the provisions of Sections 6.01(c) and 6.05.

Section 5.12 Right to Enforce in Indenture Trustee. No Noteholder of any Obligation shall have any right as such Noteholder to institute any suit, action, or proceedings for the enforcement of the provisions of this Indenture or for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder, all rights of action hereunder being vested exclusively in the Indenture Trustee, unless and until the Indenture Trustee fails to institute an action or suit after (i) the Noteholders of at least 25% of the Notes shall have previously given to the Indenture Trustee written notice of a default hereunder, and of the continuance thereof, (ii) the Noteholders of at least 25% of the Notes shall have made written request upon the Indenture Trustee and the Indenture Trustee shall have been afforded reasonable opportunity to institute such action, suit or proceeding in its own name, and (iii) the Indenture Trustee shall have been offered indemnity and security satisfactory to it against the costs, expenses, and liabilities to be incurred therein or thereby, which offer of indemnity shall be an express condition precedent hereunder to any obligation of the Indenture Trustee to take any such action hereunder, and the Indenture Trustee for 30 days after receipt of such notification, request, and offer of indemnity, shall have failed to institute any such action, suit or proceeding. It is understood and intended that no one or more holders of the Obligations shall have the right in any manner whatever by his or their action to affect, disturb, or prejudice the lien of this Indenture or to enforce any right hereunder except in the manner herein provided and for the equal benefit of the Noteholders of not less than a majority of the principal amount of the Obligations then Outstanding.

The Indenture Trustee and the Noteholders covenant that they will not at any time institute against the Trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Section 5.13 Physical Possession of Obligations Not Required. In any suit or action by the Indenture Trustee arising under this Indenture or on all or any of the Obligations issued hereunder, or under any Supplemental Indenture, the Indenture Trustee shall not be required to produce such Obligations, but shall be entitled in all things to maintain such suit or action without their production.

Section 5.14 Waivers of Events of Default. The Indenture Trustee may in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of acceleration of Obligations, and shall do so upon the written request of the Noteholders of at least a majority of the principal amount of the Highest Priority Obligations then Outstanding; provided, however, that there shall not be waived (a) any Event of Default in the payment of the principal of or premium on any Outstanding Obligations at the date of maturity or redemption thereof, or any default in the payment when due of the interest on any such Obligations, unless prior to such waiver or rescission, all arrears of interest or all arrears of payments of principal and premium, if any, and all expenses of the Indenture Trustee, in

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connection with such default shall have been paid or provided for or (b) any default in the payment of amounts set forth in Section 6.05. In case of any such waiver or rescission, or in case any proceedings taken by the Indenture Trustee on account of any such default shall have been discontinued or abandoned or determined adversely to the Indenture Trustee, then and in every such case the Issuer, the Indenture Trustee and the holders of Obligations shall be restored to their former positions and rights hereunder respectively, but no such waiver or rescission shall extend to or affect any subsequent or other default, or impair any rights or remedies consequent thereon.

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.01 Acceptance of Trust. The Indenture Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following terms and conditions:

(a) Except during the continuance of an Event of Default,

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provisions hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Indenture and whether or not they contain the statements required under this Indenture.

(b) In case an Event of Default has occurred and is continuing, the Indenture Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(c) Before taking any action hereunder requested by Noteholders, the Indenture Trustee may require that it be furnished an indemnity bond or other indemnity and security satisfactory to it by the Noteholders for the reimbursement of all expenses it may incur and to protect it against liability arising from any action taken by the Indenture Trustee (excluding, however, any action taken by the Indenture Trustee acting as Master Servicer pursuant to Section 6.15).

Section 6.02 Recitals of Others. The recitals, statements, and representations set forth herein and in the Notes shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for the correctness of the same. The Indenture Trustee makes no representations as to the title of the Issuer in the Trust Estate or as to the security afforded

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thereby and hereby, or as to the validity or sufficiency of this Indenture or of the Notes issued hereunder, and the Indenture Trustee shall incur no responsibility in respect of such matters.

Section 6.03 As to Filing of Indenture. The Indenture Trustee shall be under no duty (a) to file or record, or cause to be filed or recorded, this Indenture or any Supplemental Indenture, (b) or to procure any further order or additional instruments of further assurance, (c) to see to the delivery to it of any personal property intended to be mortgaged or pledged hereunder or thereunder, (d) or to do any act that may be suitable to be done for the better maintenance of the lien or security hereof (other than the filing of any continuation statements (but not initial financing statements)), or (e) for giving notice of the existence of such lien, or for extending or supplementing the same or to see that any rights to Revenue and Accounts intended now or hereafter to be transferred in trust hereunder are subject to the lien hereof. The Indenture Trustee shall not be liable for failure of the Issuer to pay any tax or taxes in respect of such property, or any part thereof, or the income therefrom or otherwise, nor shall the Indenture Trustee be under any duty in respect of any tax that may be assessed against it or the Noteholders in respect of such property or pledged Revenue and Accounts.

Section 6.04 Indenture Trustee May Act Through Agents. The Indenture Trustee may execute any of the trusts or powers hereof and perform any duty hereunder, either itself or by or through its attorneys, agents, or employees, and it shall not be answerable or accountable for any default, neglect, or misconduct of any such attorneys, agents, or employees, if reasonable care has been exercised in the appointment, supervision, and monitoring of the work performed. All reasonable costs incurred by the Indenture Trustee and all reasonable compensation to all such Persons as may reasonably be employed in connection with the trusts hereof shall be paid by the Issuer.

Section 6.05 Indemnification of Indenture Trustee. Other than with respect to its duties to make payment on the Obligations when due, and its duty to pursue the remedy of acceleration as provided in Section 5.02, for each of which no additional security or indemnity may be required, the Indenture Trustee shall be under no obligation or duty to perform any act at the request of Noteholders or to institute or defend any suit in respect thereof unless properly indemnified and provided with security to its satisfaction as provided in Section 6.01(c). The Indenture Trustee shall not be required to take notice, or be deemed to have knowledge, of any default or Event of Default of the Issuer hereunder and may conclusively assume that there has been no such default or Event of Default (other than an Event of Default described in Sections 5.01(a) or (b)) unless and until a Responsible Officer shall have been specifically notified in writing at the address in Section 8.01 of such default or Event of Default by (a) the Noteholders of the required percentages in principal amount of the Obligations then Outstanding hereinabove specified or (b) an Authorized Officer of the Issuer. However, the Indenture Trustee may begin suit, or appear in and defend suit, execute any of the trusts hereby created, enforce any of its rights or powers hereunder, or do anything else in its judgment proper to be done by it as Indenture Trustee, without assurance of reimbursement or indemnity, and in such case the Indenture Trustee shall be reimbursed or indemnified by the Noteholders requesting such action, if any, or the Issuer in all other cases, for all fees, costs and expenses, liabilities, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith, unless such costs and expenses, liabilities, outlays and attorneys’ fees and other reasonable disbursements properly incurred in connection therewith are adjudicated to have resulted from

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the negligence or willful misconduct of the Indenture Trustee. In furtherance and not in limitation of this Section 6.05, the Indenture Trustee shall not be liable for, and shall be held harmless by the Issuer from, following any orders, instructions or other directions upon which the Indenture Trustee is authorized to rely pursuant to this Indenture or any other agreement to which it is a party. If the Issuer or the Noteholders, as appropriate, shall fail to make such reimbursement or indemnification, the Indenture Trustee may reimburse itself from any money in its possession under the provisions of this Indenture, subject only to the prior lien of the Notes for the payment of the principal thereof, premium, if any, and interest thereon from the Collection Account. None of the provisions contained in this Indenture or any other agreement to which it is a party shall require the Indenture Trustee to act or to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers (excluding, however, any duties, rights or powers of the Indenture Trustee acting as Master Servicer pursuant to Section 6.15) if the Noteholders shall not have offered security and indemnity acceptable to it or if it shall have reasonable grounds for believing that prompt repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Issuer shall indemnify the Indenture Trustee and its officers, agents, directors and employees, against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder (excluding, however, any duties of the Indenture Trustee acting as Master Servicer pursuant to Section 6.15) or under the Basic Documents including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder or under the Basic Documents. Without limiting the foregoing, the Issuer agrees to indemnify and hold harmless the Indenture Trustee from and against any liability (including for taxes, penalties or interest asserted by any taxing jurisdiction) arising from any failure to withhold taxes from amounts payable in respect of payments from the Collection Account. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder, except to the extent of any loss, liability or expense resulting from such failure. The Issuer need not reimburse any expense or indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own negligence or willful misconduct.

Section 6.06 Indenture Trustee’s Right to Reliance. The Indenture Trustee shall fully be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, report or document of the Issuer, the Administrator or the Master Servicer or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Indenture Trustee may consult with experts and with counsel (who may, but need not, be counsel for the Issuer, the Indenture Trustee, or for a Noteholder), and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered, and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel.

Whenever in the administration hereof the Indenture Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed)

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may, in the absence of bad faith on its part, rely upon a certificate signed by an Authorized Officer of the Issuer or an authorized officer of the Master Servicer.

The Indenture Trustee shall not be liable for any action taken, suffered, or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Indenture Trustee shall be liable for its negligence or willful misconduct in taking such action.

The Indenture Trustee is authorized, under this Indenture, subject to Section 4.10, to sell, assign, transfer or convey Financed Student Loans in accordance with an Issuer Order. If such Financed Student Loan was originated under the Act, such Issuer Order shall certify that the Person to whom such Financed Student Loan is sold, assigned, transferred, or conveyed is an Eligible Lender unless not required by the Act. The Indenture Trustee is further authorized to enter into agreements with other Persons, in its capacity as Indenture Trustee, in order to carry out or implement the terms and provisions of this Indenture.

The duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, and the Indenture Trustee shall take such action with respect to this Indenture as it shall be directed hereunder, and the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and as specifically directed by the Issuer or the Master Servicer, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee.

The Indenture Trustee shall not be liable for any error of judgment made in good faith by an officer or officers of the Indenture Trustee, unless it shall be conclusively determined by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts.

The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any negligence or willful misconduct on the part of any agent, attorney, custodian or nominee so appointed.

Section 6.07 Compensation of Indenture Trustee. Except as otherwise expressly provided herein, all advances, counsel fees and other expenses reasonably made or incurred by the Indenture Trustee in and about the execution and administration of the trust hereby created and reasonable compensation to the Indenture Trustee for its services in the premises shall be paid by the Issuer. The compensation of the Indenture Trustee shall not be limited to or by any provision of law in regard to the compensation of trustees of an express trust. If not paid by the Issuer, the Indenture Trustee shall have a lien against all money held pursuant to this Indenture, subject only to the prior lien of the Obligations against the money and investments in the Collection Account for the payment of the principal thereof, premium, if any, and interest thereon, for such reasonable compensation, expenses, advances and counsel fees incurred in and about the execution of the trusts hereby created and the exercise and performance of the powers and duties of the Indenture Trustee hereunder and the cost and expense incurred in defending against any liability in the premises of any character whatsoever (unless such liability is adjudicated to have resulted from the negligence or willful misconduct of the Indenture Trustee).

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Section 6.08 Indenture Trustee May Own Notes. The Indenture Trustee hereunder, or any successor Indenture Trustee, in its individual or other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, with the same rights it would have if it were not the Indenture Trustee. The Indenture Trustee may act as depository for, and permit any of its officers or directors to act as a member of, or act in any other capacity in respect to, any committee formed to protect the rights of the Noteholders or to effect or aid in any reorganization growing out of the enforcement of the Notes or of this Indenture, whether or not any such committee shall represent the Noteholders of more than 66% of the principal amount of the Outstanding Obligations.

Section 6.09 Resignation of Indenture Trustee. The Indenture Trustee and any successor to the Indenture Trustee may resign and be discharged from the trust created by this Indenture by giving to the Issuer notice in writing, which notice shall specify the date on which such resignation is to take effect; provided, however, that such resignation shall only take effect on the day specified in such notice if a successor Indenture Trustee shall have been appointed pursuant to Section 6.11 (and is qualified to be the Indenture Trustee under the requirements of Section 6.11). If no successor Indenture Trustee has been appointed by the date specified or within a period of 90 days from the receipt of the notice by the Issuer, whichever period is the longer, the Indenture Trustee may (a) appoint a temporary successor Indenture Trustee having the qualifications provided in Section 6.11 or (b) request a court of competent jurisdiction to (i) require the Issuer to appoint a successor, as provided in Section 6.11, within 3 days of the receipt of citation or notice by the court, or (ii) appoint an Indenture Trustee having the qualifications provided in Section 6.11. In no event may the resignation of the Indenture Trustee be effective until a qualified successor Indenture Trustee shall have been selected and appointed. In the event a temporary successor Indenture Trustee is appointed pursuant to (a) above, the Issuer may remove such temporary successor Indenture Trustee and appoint a successor thereto pursuant to Section 6.11.

Section 6.10 Removal of Indenture Trustee. The Indenture Trustee or any successor Indenture Trustee may be removed (a) at any time by the Noteholders of a majority of the principal amount of the Highest Priority Obligations then Outstanding, (b) by the Issuer for cause or upon the sale or other disposition of the Indenture Trustee or its corporate trust functions or (c) by the Issuer without cause so long as no Event of Default as described in Sections 5.01(a), (b) or (c) exists or has existed within the last 30 days, upon payment to the Indenture Trustee so removed of all money then due to it hereunder and appointment by the Issuer of a successor having the qualifications set forth in Section 6.11 and acceptance thereof by said successor. One copy of any such order of removal shall be filed with the Issuer and the other with the Indenture Trustee so removed.

In the event an Indenture Trustee (or successor Indenture Trustee) is removed by any Person or for any reason permitted hereunder, such removal shall not become effective until (a) in the case of removal by the Noteholders, such Noteholders by instrument or concurrent instruments in writing (signed and acknowledged by such Noteholders or their attorneys-in-fact) filed with the Indenture Trustee removed have appointed a successor Indenture Trustee or otherwise the Issuer shall have appointed a successor, and (b) the successor Indenture Trustee has accepted appointment as such.

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Section 6.11 Successor Indenture Trustee. In case at any time the Indenture Trustee or any successor Indenture Trustee shall resign, be dissolved, or otherwise shall be disqualified to act or be incapable of acting, or in case control of the Indenture Trustee or of any successor Indenture Trustee or of its officers shall be taken over by any public officer or officers, a successor Indenture Trustee may be appointed by the Issuer. In the case of any such appointment by the Issuer of a successor Indenture Trustee, the Issuer shall forthwith cause notice thereof to be mailed to the Noteholders at the address of each Noteholder appearing on the note registration books maintained by the Indenture Trustee. Every successor Indenture Trustee appointed by the Noteholders, by a court of competent jurisdiction, or by the Issuer shall be a bank or trust company in good standing, organized and doing business under the laws of the United States or of a state therein, that has a reported capital and surplus of not less than $50,000,000, be authorized under the law to exercise corporate trust powers, be subject to supervision or examination by a federal or state authority, and be an Eligible Lender so long as such designation is necessary to maintain guarantees and federal benefits under the Act with respect to Financed Student Loans that were originated under the Act.

Section 6.12 Manner of Vesting Title in Indenture Trustee. Any successor Indenture Trustee appointed hereunder shall execute, acknowledge, and deliver to its predecessor Indenture Trustee, and also to the Issuer, an instrument accepting such appointment hereunder, and thereupon such successor Indenture Trustee, without any further act, deed, or conveyance shall become fully vested with all the estate, properties, rights, powers, trusts, duties, and obligations of its predecessors in trust hereunder (except that the predecessor Indenture Trustee shall continue to have the benefits to indemnification hereunder together with the successor Indenture Trustee), with like effect as if originally named as Indenture Trustee herein; but the Indenture Trustee ceasing to act shall nevertheless, on the written request of an Authorized Officer of the Issuer, or an authorized officer of the successor Indenture Trustee, execute, acknowledge, and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Indenture Trustee all the right, title, and interest of the Indenture Trustee that it succeeds, in and to pledged Revenue and Accounts and such rights, powers, trusts, duties, and obligations, and the Indenture Trustee ceasing to act also shall, upon like request, pay over, assign, and deliver to the successor Indenture Trustee any money or other property or rights subject to the lien of this Indenture, including any pledged securities that may then be in its possession. Should any deed or instrument in writing from the Issuer be required by the successor Indenture Trustee for more fully and certainly vesting in and confirming to such new Indenture Trustee such estate, properties, rights, powers, and duties, any and all such deeds and instruments in writing shall on request be executed, acknowledged and delivered by the Issuer.

In case any of the Notes to be issued hereunder shall have been authenticated but not delivered, any successor Indenture Trustee may adopt the certificate of authentication of the Indenture Trustee or of any successor to the Indenture Trustee; and in case any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes in its own name; and in all such cases such certificate shall have the full force that it has anywhere in the Notes or in this Indenture.

Section 6.13 Additional Covenants by the Indenture Trustee to Conform to the Act. The Indenture Trustee covenants that it will at all times be an Eligible Lender under the Act

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so long as such designation is necessary, as determined by the Issuer, to maintain the guarantees and federal benefits under the Act with respect to Financed Student Loans that were originated under the Act, that it will acquire Student Loans originated under the Act in its capacity as an Eligible Lender, and that it will not dispose of or deliver any Student Loans originated under the Act or any security interest in any such Student Loans to any party who is not an Eligible Lender so long as the Act or Regulations adopted thereunder require an Eligible Lender to be the owner or holder of such Student Loans; provided, however, that nothing above shall prevent the Indenture Trustee from delivering Student Loans originated under the Act to the Master Servicer or the Guaranty Agency.

Section 6.14 Limitation with Respect to Examination of Reports. Except as provided in this Indenture, the Indenture Trustee shall be under no duty to examine, inspect or review any report or statement or other document required or permitted to be filed with it by the Issuer. Pursuant to Sections 4 and 7 of the Master Servicing Agreement and Sections 2, 6, 16 and 17 of the Administration Agreement, the Indenture Trustee shall receive from the Master Servicer or Administrator certain reports, statements and other documents. Notwithstanding the receipt thereof by the Indenture Trustee, the Indenture Trustee, unless it has become the Master Servicer or the Administrator, shall have no duty to inspect, examine or review any such information for any purpose regardless of the format in which it is received by the Indenture Trustee.

Section 6.15 Master Servicing Agreement. The Indenture Trustee acknowledges the receipt of a copy of the Master Servicing Agreement. The Indenture Trustee, by the execution hereof, covenants, represents and agrees that upon any termination of the Master Servicer pursuant to the Master Servicing Agreement, the Indenture Trustee shall, pursuant to Section 11 of the Master Servicing Agreement, act as Master Servicer until a successor servicer has been appointed as provided in that Section 11.

Section 6.16 Additional Covenants of Indenture Trustee. The Indenture Trustee, by the execution hereof, covenants, represents and agrees that:

(a) it will not exercise any of the rights, duties, or privileges under this Indenture in such manner as would cause the Student Loans held or acquired under the terms hereof to be transferred, assigned, or pledged as security to any Person other than as permitted by this Indenture;

(b) so long as any of the Financed Student Loans were originated under the Act, it will comply with the Act and the Regulations and will, upon written notice from an Authorized Officer of the Issuer, the Secretary, or the Guaranty Agency, use its reasonable efforts to cause this Indenture to be amended (in accordance with Section 7.01) if the Act or Regulations are hereafter amended so as to be contrary to the terms of this Indenture;

(c) it will verify that the LIBOR rates applicable to the LIBOR Notes, as determined by the Calculation Agent, are correct; and

(d) it will not consent to the release by any Subservicer of promissory notes representing Financed Student Loans unless either (i) such Financed Student Loans have been

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paid in full, (ii) such Financed Student Loans have been purchased at a purchase price equal to not less than the principal balance thereof plus unamortized premium, if any, and interest accrued thereon, or (iii) a successor Subservicer has replaced such Subservicer requiring a transfer of those promissory notes to the successor Subservicer.

Section 6.17 Duty of Indenture Trustee with Respect to Rating Agencies. It shall be the duty of the Indenture Trustee to notify each Rating Agency then rating any of the Notes (but the Indenture Trustee shall incur no liability for any failure to do so) of (a) any change, expiration, extension, or renewal of this Indenture, (b) redemption or defeasance of any or all the Notes, (c) any change in the Indenture Trustee or (d) any other information specifically required to be reported to each Rating Agency under any Supplemental Indenture; provided, however, the provisions of this Section 6.17 do not apply when such documents have been previously supplied to such Rating Agency and the Indenture Trustee has received written evidence to such effect, all as may be required by this Indenture. All notices required to be forwarded to the Rating Agencies under this Section 6.17 shall be sent in writing at the following addresses:

Fitch Ratings

One State Street Plaza

32^nd Floor

New York, New York 10004

Attention: ABS Surveillance

Moody’s Investors Service, Inc.

99 Church Street

New York, New York 10007

Attention: ABS Monitoring Unit

Standard & Poor’s

55 Water Street

40^th Floor

New York, New York 10041

Attention: Asset-Backed Surveillance

The Indenture Trustee also acknowledges that each Rating Agency’s periodic review for maintenance of a Rating on any Series of the Notes may involve discussions and/or meetings with representatives of the Indenture Trustee at mutually agreeable times and places.

Section 6.18 Merger of the Indenture Trustee. Any corporation into which the Indenture Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Indenture, without the execution or filing of any paper of any further act on the part of any other parties hereto.

Section 6.19 Receipt of Funds from Master Servicer. The Indenture Trustee shall not be accountable or responsible in any manner whatsoever for any action of the Issuer, the

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depository bank of any funds of the Issuer, or the Master Servicer while the Master Servicer is acting as bailee or agent of the Indenture Trustee with respect to the Student Loans except, to the extent provided in the Master Servicing Agreement or custodian agreement, for actions taken in compliance with any instruction or direction given to the Indenture Trustee, or for the application of funds or moneys by the Master Servicer until such time as funds are received by the Indenture Trustee.

Section 6.20 Special Circumstances Leading to Resignation of Indenture Trustee. Because the Indenture Trustee serves as trustee hereunder for Obligations of different priorities, it is possible that circumstances may arise that will cause the Indenture Trustee to resign from its position as trustee for one or more of the Obligations. In the event that the Indenture Trustee makes a determination that it should so resign, due to the occurrence of an Event of Default or potential default hereunder, or otherwise, the Issuer may permit such resignation as to one or more of the Obligations or request the Indenture Trustee’s resignation as to all Obligations, as the Issuer may elect. If the Issuer should determine that a conflict of interest has arisen as to the trusteeship of any of the Obligations, it may authorize and execute a Supplemental Indenture with one or more successor Indenture Trustees, under which the administration of certain of the Obligations would be separated from the administration of the other Obligations.

Section 6.21 Survival of Indenture Trustee’s Rights to Receive Compensation, Reimbursement and Indemnification. The Indenture Trustee’s rights to receive compensation, reimbursement and indemnification of money due and owing hereunder at the time of the Indenture Trustee’s resignation or removal shall survive the Indenture Trustee’s resignation or removal.

Section 6.22 Corporate Trustee Required; Eligibility; Conflicting Interests. There shall at all times be an Indenture Trustee hereunder that shall be eligible to act as Indenture Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 6.22, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 6.22, it shall resign immediately in the manner and with the effect specified in this Article VI. Neither the Issuer nor any Person directly or indirectly controlling or controlled by, or under common control with, the Issuer shall serve as Indenture Trustee.

Section 6.23 Payment of Taxes and Other Governmental Charges.

(a) The Indenture Trustee shall request, and Noteholders shall provide, all appropriate tax certifications and forms necessary to enable the Issuer or its agents, to determine their duties and liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold in respect of the Notes under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any law or regulation, and to pay, deduct or withhold any such taxes or charges and remit them to the

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relevant taxing authorities as required under law. Such certification shall take the form of a correct, complete and executed U.S. Internal Revenue Service Form W-8BEN, W-8ECI, W-8IMY, or W-9 (or any successors thereto), including appropriate attachments, as applicable, that identifies such Noteholder.

(b) If such forms are not provided or if any tax or other governmental charge shall otherwise become payable by or on behalf of the Indenture Trustee, including any tax or governmental charge required to be withheld from any payment made by the Indenture Trustee under the provisions of any applicable law or regulation with respect to any Trust Property or the Notes, such tax or governmental charge shall be payable by the Noteholder and may be withheld by the Indenture Trustee. The Issuer and the Indenture Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Note with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Noteholder.

Section 6.24 Indenture Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes of any Series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Notes, of principal (and premium, if any) and interest, if any, owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel) and of the Noteholders allowed in such judicial proceeding; and

(b) to collect and receive any money or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Noteholder of Notes to make such payments to the Indenture Trustee, and if the Indenture Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, their agents and counsel, and any other amounts due the Indenture Trustee or any predecessor Indenture Trustee.

Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder of a Note any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder of a Note in any such proceeding.

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In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholders parties to any such proceedings.

Section 6.25 Preferential Collection of Claims Against Issuer. The Indenture Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. An Indenture Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated.

ARTICLE VII

SUPPLEMENTAL INDENTURES

Section 7.01 Supplemental Indentures Not Requiring Consent of Noteholders. The Issuer and the Indenture Trustee may, without the consent of or notice to any of the Noteholders or any holders of Obligations enter into any indenture or indentures supplemental to this Indenture for any one or more of the following purposes:

(a) to cure any ambiguity or defect or omission in this Indenture;

(b) to grant to or confer upon the Indenture Trustee for the benefit of the Noteholders any additional benefits, rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Noteholders or the Indenture Trustee;

(c) to subject to this Indenture additional revenues, properties or collateral;

(d) to modify, amend or supplement this Indenture or any Supplemental Indenture in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act or any similar federal statute hereafter in effect or to permit the qualification of the Notes for sale under the securities laws of the United States of America or of any of the states of the United States of America, and, if they so determine, to add to this Indenture or any Supplemental Indenture such other terms, conditions and provisions as may be permitted by said Trust Indenture Act or similar federal statute;

(e) to evidence the appointment of a separate or co-Indenture Trustee or a co-registrar or transfer agent or the succession of a new Indenture Trustee hereunder, or any additional or substitute Guaranty Agency or Master Servicer;

(f) to add such provisions to or to amend such provisions of this Indenture as may, in Note Counsel’s opinion, be necessary or desirable to assure implementation of the Program in conformance with the Act if along with such Supplemental Indenture there is filed a Note Counsel’s opinion to the effect that the addition or amendment of such provisions will in no way impair the existing security of the Noteholders or any holders of Outstanding Obligations;

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(g) to make any change as shall be necessary in order to obtain and maintain for any of the Notes an investment grade Rating from a nationally recognized rating service, which changes, in the opinion of the Indenture Trustee are not to the prejudice of the Noteholder of any of the Obligations;

(h) to make any changes necessary to comply with the Act, the Regulations or the Code and the regulations promulgated thereunder;

(i) to provide for the issuance of subordinate indebtedness of the Issuer, including the creation of appropriate Accounts and Subaccounts with respect to such indebtedness, secured by a lien on the Trust Estate subordinate to the lien thereon securing the Senior Obligations and the Subordinate Obligations, provided such subordinate indebtedness meets the requirements of Section 2.02 and provided that the Issuer has received a Rating Confirmation with respect to the issuance of such subordinated indebtedness;

(j) to make the terms and provisions of this Indenture, including the lien and security interest granted herein, applicable to a Derivative Product, and to modify Section 2.03 with respect to any particular Derivative Product;

(k) to create any additional Accounts or Subaccounts under this Indenture deemed by the Indenture Trustee to be necessary or desirable;

(l) to amend the Indenture to allow for any Notes to be supported by a letter of credit or insurance policy or a liquidity agreement, including amendments with respect to repayment to such a provider on a parity with any Notes or Derivative Product and providing rights to such provider under this Indenture, including with respect to defaults and remedies;

(m) to amend the Indenture to provide for use of a surety bond or other financial guaranty instrument in lieu of cash and/or Eligible Investments in all or any portion of the Reserve Account, so long as such action shall not adversely affect the Ratings on any of the Notes;

(n) to make any other change with Rating Confirmation; or

(o) to make any other change that, in the judgment of the Indenture Trustee, is not to the material prejudice of the Noteholders or any holders of Obligations;

provided, however, that nothing in this Section 7.01 shall permit, or be construed as permitting, (a) without the consent of the Noteholders of each affected Note and each Derivative Product then Outstanding, (i) an extension of the maturity date of the principal of or the interest on any Obligation, or (ii) a reduction in the principal amount of any Obligation or the rate of interest thereon, or (iii) a privilege or priority of any Obligation or Obligations over any other Obligation or Obligations except as otherwise provided herein, or (iv) a reduction in the aggregate principal amount of the Obligations required for consent to a Supplemental Indenture, or (v) the creation of any lien other than a lien ratably securing all of the Obligations at any time Outstanding hereunder except as otherwise provided herein or (b) any modification of the trusts, powers, rights, duties, remedies, immunities and privileges of the Indenture Trustee without the

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prior written approval of the Indenture Trustee, which approval shall be evidenced by execution of a Supplemental Indenture.

The Indenture Trustee shall provide written notice to the Rating Agencies prior to entering into any Supplemental Indenture for any one or more of the purposes set forth in paragraphs (a) - (o) above.

Section 7.02 Supplemental Indentures Requiring Consent of Noteholders. Exclusive of Supplemental Indentures covered by Section 7.01 and subject to the terms and provisions contained in this Section 7.02, and not otherwise, the Noteholders of not less than a majority of the principal amount of each class of affected Notes and each affected Derivative Product then Outstanding shall have the right, from time to time, to consent to and approve the execution by the Issuer and the Indenture Trustee of such Supplemental Indentures as shall be deemed necessary and desirable by the Indenture Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture; provided, however, that nothing in this Section 7.02 shall permit, or be construed as permitting (a) without the consent of the Noteholders of each affected Note and each Derivative Product then Outstanding, (i) an extension of the maturity date of the principal of or the interest on any Obligation, or (ii) a reduction in the principal amount of any Obligation or the rate of interest thereon, or (iii) a privilege or priority of any Obligation or Obligations over any other Obligation or Obligations except as otherwise provided herein, or (iv) a reduction in the aggregate principal amount of the Obligations required for consent to a Supplemental Indenture, or (v) the creation of any lien other than a lien ratably securing all of the Obligations at any time Outstanding hereunder except as otherwise provided herein or (b) any modification of the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of the Indenture Trustee without the prior written approval of the Indenture Trustee.

If at any time the Issuer shall request that the Indenture Trustee enter into any such Supplemental Indenture for any of the purposes in this Section 7.02, the Indenture Trustee shall be entitled to receive an Opinion of Counsel from the Issuer that all conditions precedent to the execution of any Supplemental Indenture have been met. The Indenture Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such Supplemental Indenture to be mailed by registered or certified mail to each Noteholder of an Obligation at the address shown on the registration books or listed in any Derivative Product. Such notice (which shall be prepared by the Issuer) shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the principal corporate trust office of the Indenture Trustee for inspection by all Noteholders. If, within 60 days, or such longer period as shall be prescribed by the Issuer, following the mailing of such notice, the Noteholders of not less than a majority of the principal amount of each class of affected Notes and each affected Derivative Product then Outstanding at the time of the execution of any such Supplemental Indenture shall have consented in writing to and approved the execution thereof as herein provided, no Noteholder of any Obligation shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Indenture Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof.

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The Indenture Trustee shall provide written notice to the Rating Agencies prior to entering into any Supplemental Indenture for any of the purposes in this Section 7.02.

Upon the execution of any such Supplemental Indenture as in this Section 7.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith.

Section 7.03 Additional Limitation on Modification of Indenture. None of the provisions of this Indenture (including Sections 7.01 and 7.02) shall permit an amendment to the provisions of the Indenture that permits the transfer of all or part of the Financed Student Loans that were originated under the Act or granting of a security interest therein to any Person other than an Eligible Lender or the Master Servicer, unless the Act or Regulations are hereafter modified so as to permit the same.

Section 7.04 Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Notes, the Indenture Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder known to the Indenture Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest with respect to any Note, or in the payment of any sinking fund installment with respect to the Notes, the Indenture Trustee shall be protected in withholding such notice if and so long as an authorized officer of the Indenture Trustee in good faith determines that the withholding of such notice is in the interest of the Noteholders. For the purpose of this Section 7.04, the term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes.

Section 7.05 Conformity with the Trust Indenture Act. Every Supplemental Indenture executed pursuant to this Article VII shall conform to the requirements of the Trust Indenture Act as then in effect.

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ARTICLE VIII

GENERAL PROVISIONS

Section 8.01 Notices. Any notice, request or other instrument required by this Indenture to be signed or executed by the holders of Obligations may be executed by the execution of any number of concurrent instruments of similar tenor, and may be signed or executed by such holders of Obligations in person or by agent appointed in writing. As a condition for acting thereunder the Indenture Trustee may demand proof of the execution of any such instrument and of the fact that any Person claiming to be the owner of any of said Obligations is such owner and may further require the actual deposit of such Obligation or Obligations with the Indenture Trustee. The fact and date of the execution of such instrument may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction, that the person signing such instrument acknowledged before him the execution thereof, or may be proved by any affidavit of a witness to such execution sworn to before such officer.

The amount of Notes held by any Person executing such instrument as a Noteholder and the fact, amount, and numbers of the Notes held by such Person and the date of his holding the same may be proved by a certificate executed by any responsible trust company, bank, banker, or other depository in a form approved by the Indenture Trustee, showing that at the date therein mentioned such Person had on deposit with such depository the Notes described in such certificate; provided, however, that at all times the Indenture Trustee may require the actual deposit of such Note or Notes with the Indenture Trustee.

All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telex, telecopy or facsimile or similar writing) at the following addresses, and each address shall constitute each party’s respective “Corporate Trust Office” for purposes of the Indenture:

If intended for the Issuer:

Education Funding Capital Trust-IV

c/o U.S. Bank National Association

CN-WN-06CT

425 Walnut Street, 6th Floor

Cincinnati, Ohio 45202

Attention: Corporate Trust

Telephone: +1.513.632.2518

Facsimile: +1.513.632.3286

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with a copy to:

Education Lending Group, Inc.

12760 High Bluff Drive, Suite 210

San Diego, CA 92130

Attention: Douglas L. Feist

with a copy to:

Education Lending Group, Inc.

6 East Fourth Street, Suite 300

Cincinnati, Ohio 45202

Attention: Susan Ballard Salyer

and with a copy to:

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration

Telephone: +1.302.636.6189

Facsimile: +1.302.636.4140

If intended for the Indenture Trustee:

U.S. Bank National Association

CN-WN-06CT

425 Walnut Street, 6^th Floor

Cincinnati, Ohio 45202

Attention: Corporate Trust

Telephone: + 1.513.632.2518

Facsimile: +1.513.632.3286

If intended for the Eligible Lender Trustee:

Fifth Third Bank

38 Fountain Square Plaza

MD 10903B

Cincinnati, OH 45263

Attention: Asset Securitization

Telephone: +513.534.7949

Facsimile: +513.579.4270

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Any party may change the address to which subsequent notices to such party are to be sent, or of its principal office, by notice to the others, delivered by hand or received by telex or telecopier or registered first-class mail, postage prepaid. Each such notice, request or other communication shall be effective when delivered by hand or received by telex or telecopier or first-class mail, postage prepaid.

Section 8.02 Covenants Bind Issuer. The covenants, agreements, conditions, promises, and undertakings in this Indenture shall extend to and be binding upon the successors and assigns of the Issuer, and all of the covenants hereof shall bind such successors and assigns, and each of them, jointly and severally. All the covenants, conditions, and provisions hereof shall be held to be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Noteholders from time to time of the Obligations.

No extension of time of payment of any of the Obligations shall operate to release or discharge the Issuer, it being agreed that the liability of the Issuer, to the extent permitted by law, shall continue until all of the Obligations are paid in full, notwithstanding any transfer of Financed Student Loans or extension of time for payment.

Section 8.03 Lien Created. This Indenture shall operate effectually as (a) a grant of lien on and security interest in, and (b) an assignment of, the Trust Estate.

Section 8.04 Severability of Lien. If the lien of this Indenture shall be or shall ever become ineffectual, invalid, or unenforceable against any part of the Trust Estate, which is not subject to the lien because of want of power or title in the Issuer, the inclusion of any such part shall not in any way affect or invalidate the pledge and lien hereof against such part of the Trust Estate as to which the Issuer in fact had the right to pledge.

Section 8.05 Consent of Noteholders Binds Successors. Any request or consent of the Noteholder of any Obligations given for any of the purposes of this Indenture shall bind all future Noteholders of the same Obligation or any Obligations issued in exchange therefor or in substitution thereof in respect of anything done or suffered by the Issuer or the Indenture Trustee in pursuance of such request or consent.

Section 8.06 Nonpresentment of Notes or Interest Checks. Should any of the Notes or interest checks not be presented for payment when due, the Indenture Trustee shall retain from any money transferred to it for the purpose of paying the Notes or interest checks so due, for the benefit of the Noteholders thereof, a sum of money sufficient to pay such Notes or interest checks when the same are presented by the Noteholders thereof for payment. Such money shall not be required to be invested. All liability of the Issuer to the Noteholders of such Notes or interest checks and all rights of such Noteholders against the Issuer under the Notes or interest checks or under this Indenture shall thereupon cease and determine, and the sole right of such Noteholders shall thereafter be against such deposit. If any Note or interest check shall not be presented for payment within the period of two years following its payment or redemption date, the Indenture Trustee shall return to the Issuer the money theretofore held by it for payment of such Note or interest check, and such Note or interest check shall (subject to the defense of any applicable statute of limitation) thereafter be an unsecured obligation of the Issuer. The

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Indenture Trustee’s responsibility for any such money shall cease upon remittance thereof to the Issuer.

Section 8.07 Laws Governing. It is the intent of the parties hereto that this Indenture shall be construed in accordance with the laws of Ohio without reference to its conflict of law provisions. This Indenture is subject to those provisions of the TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

Section 8.08 Severability. If any covenant, agreement, waiver, or part thereof contained in this Indenture be forbidden by any pertinent law or under any pertinent law be effective to render this Indenture invalid or unenforceable or to impair the lien hereof, then each such covenant, agreement, waiver, or part thereof shall itself be and is hereby declared to be wholly ineffective, and this Indenture shall be construed as if the same were not included herein.

Section 8.09 Exhibits. The terms of the Schedules and Exhibits, if any, attached to this Indenture are incorporated herein in all particulars.

Section 8.10 Non-Business Days. Except as may otherwise be provided herein, if the date for making payment of any amount hereunder or on any Note, or if the date for taking any action hereunder, is not a Business Day, then such payment can be made without accruing further interest or action can be taken on the next succeeding Business Day, with the same force and effect as if such payment were made when due or action taken on such required date.

Section 8.11 Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any Person or entity, other than the Indenture Trustee, the paying agent, if any, and the holders of the Obligations, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the Issuer are for the sole and exclusive benefit of the Indenture Trustee, the paying agent, if any, and the holders of the Obligations.

Section 8.12 Obligations are Limited Obligations. The Notes and the obligations of the Issuer contained in this Indenture are special, limited obligations of the Issuer, secured by and payable solely from the Trust Estate herein provided. The Issuer and the Indenture Trustee, in its individual capacity, shall not be obligated to pay the Notes, the interest thereon, or any other obligation created by or arising from this Indenture from any other source.

Section 8.13 Counterparty Rights. Notwithstanding any provision of this Indenture, no Counterparty that shall be in default under any Derivative Product with the Issuer shall have any of the rights granted to a Counterparty or as the Noteholder of an Obligation hereunder.

Section 8.14 Disclosure of Names and Addresses of Noteholders. Noteholders by receiving and holding the same, agree with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee nor any Securities Depository shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Noteholders in accordance with TIA Section 312, regardless of the source from which such information was

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derived, and that the Indenture Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

Section 8.15 Aggregate Principal Amount of Obligations. Whenever in this Indenture reference is made to the aggregate principal amount of any Obligations, such phrase shall mean, at any time, the principal amount of any Notes and the Derivative Value of any Derivative Product.

Section 8.16 Financed Student Loans. The Issuer expects to acquire Student Loans and to pledge Student Loans to the Indenture Trustee, in accordance with this Indenture, which Student Loans, upon becoming subject to the lien of this Indenture, constitute Financed Student Loans, as defined herein. If for any reason a Financed Student Loan does not constitute a Student Loan, or ceases to constitute a Student Loan, such loan shall continue to be subject to the lien of this Indenture as a Financed Student Loan.

Section 8.17 Limitation of Liability of the Co-Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Co-Owner Trustee, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Co-Owner Trustee but is made and intended for the purpose of binding only the Issuer, and (c) under no circumstances shall the Co-Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or the other Basic Documents.

Section 8.18 Undertaking for Costs. The Issuer and the Indenture Trustee agree, and each Noteholder by acceptance of an Note shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may, in its discretion, assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 8.18 shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit instituted by any Noteholder, or group thereof, in each case holding in the aggregate more than ten percent (10%) of the Outstanding principal amount of the Notes or (iii) any suit instituted by any Noteholder for the enforcement of the payment of the principal of, premium, if any, or interest on any Note in accordance with Section 5.12.

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ARTICLE IX

PAYMENT AND CANCELLATION OF NOTES AND SATISFACTION OF INDENTURE

Section 9.01 Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the indebtedness secured hereby (the Notes and interest thereon) and all Issuer Derivative Payments are fully paid or provision made for their payment as provided in this Article IX.

Section 9.02 Satisfaction of Indenture.

(a) If the Issuer shall pay, or cause to be paid, or there shall otherwise be paid (i) to the Noteholders, the principal of and interest on the Notes, at the times and in the manner stipulated in this Indenture and (ii) to each Counterparty, all Issuer Derivative Payments then due, then the pledge of the Trust Estate hereunder, and all covenants, agreements, and other obligations of the Issuer to the Noteholders shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event, the Indenture Trustee shall execute and deliver to the Issuer all such instruments as may be desirable to evidence such discharge and satisfaction, and the Indenture Trustee shall pay over or deliver all money held by it under this Indenture to the party entitled to receive the same under this Indenture.

(b) Any Issuer Derivative Payments are deemed to have been paid and the applicable Derivative Product terminated when payment of all Issuer Derivative Payments due and payable to each Counterparty under its respective Derivative Product have been made or duly provided for to the satisfaction of each Counterparty and the respective Derivative Product has been terminated.

(c) In no event shall the Indenture Trustee deliver over to the Issuer any Financed Student Loans that were originated under the Act unless the Issuer is an Eligible Lender, if the Act or Regulations then in effect require the owner or holder of such Financed Student Loans to be an Eligible Lender.

Section 9.03 Cancellation of Paid Notes. Any Notes that have been paid or purchased by the Issuer, mutilated Notes replaced by new Notes, and any temporary Notes for which definitive Notes have been delivered shall (unless otherwise directed by the Issuer by Issuer Order) forthwith be cancelled by the Indenture Trustee and, except for temporary Notes, returned to the Issuer.

ARTICLE X TERMINATION

Section 10.01 Termination of the Trust.

(a) The trust created by this Indenture shall terminate upon the later of (A) payment to the Noteholders and to the Indenture Trustee of all amounts required to be paid to them pursuant to this Indenture and any Supplemental Indenture and the disposition of all property held as part of the Trust Estate or (B) the day following the date on which all reimbursement obligations to the Counterparties, if any, and any other Person as may be

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provided for in any Supplemental Indenture have been paid in full. The Issuer shall promptly notify the Indenture Trustee of any prospective termination pursuant to this Section 10.01.

(b) Notice of any prospective termination, specifying the Distribution Date for payment of the final distribution and requesting the surrender of the Notes for cancellation, shall be given promptly by the Indenture Trustee by letter to Noteholders mailed not less than 10 nor more than 15 days preceding the specified Distribution Date stating (i) the Distribution Date upon which final payment of the Notes shall be made, (ii) the amount of any such final payment, and (iii) the location for presentation and surrender of the Notes. Payment of the final distribution that shall be made only upon presentation and surrender of the Notes at the corporate trust office of the Indenture Trustee specified in the notice.

Section 10.02 Notice. The Indenture Trustee shall give notice of termination of the trust created by this Indenture to the Issuer and each Rating Agency.

Section 10.03 Auction of Financed Student Loans. The Indenture Trustee shall offer for sale by auction all remaining Financed Student Loans at the end of the Collection Period when the Pool Balance is 10% or less of the initial Pool Balance. The auction date will be the 3rd Business Day before the related Distribution Date. An auction will occur only if the Master Servicer has first waived its optional purchase right. The Master Servicer will waive its option to purchase the remaining Financed Student Loans if it fails to notify the Trust Eligible Lender Trustee and the Indenture Trustee, in writing, that it intends to exercise its purchase option before the Indenture Trustee accepts a bid to purchase the Financed Student Loans. The Depositor and its affiliates, including Education Lending Group, Inc. and the Master Servicer, and unrelated third parties may offer bids to purchase the Financed Student Loans. The Depositor or any affiliate may not submit a bid representing greater than fair market value of the Financed Student Loans.

If at least two bids are received, the Indenture Trustee shall solicit and re-solicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of the remaining bids if it equals or exceeds (a) the Minimum Purchase Amount or (b) the fair market value of the Financed Student Loans as of the end of the related Collection Period, whichever is higher. If at least two bids are not received or the highest bid after the re-solicitation process does not equal or exceed that amount, the Indenture Trustee shall not complete the sale. The Indenture Trustee may, and at the direction of the Depositor shall be required to, consult with a financial advisor, including one of the Underwriters or the Administrator, to determine if the fair market value of the Financed Student Loans has been offered.

The net proceeds of any auction sale will be used to retire any Outstanding Notes on the related Distribution Date.

If the sale is not completed, the Indenture Trustee may, but will not be under any obligation to, solicit bids for sale of the Financed Student Loans after future Collection Periods upon terms similar to those described above, including the Master Servicer’s waiver of its option to purchase remaining Financed Student Loans.

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If the Financed Student Loans are not sold as described above, on each subsequent Distribution Date, if the amount on deposit in the Reserve Account after giving effect to all withdrawals, except withdrawals payable to the Co-Owner Trustee for deposit into the Certificate Distribution Account, exceeds the Reserve Account Requirement, the Indenture Trustee shall distribute the amount of the excess as accelerated payments of principal of the Notes. The Indenture Trustee may or may not succeed in soliciting acceptable bids for the Financed Student Loans either on the auction date or subsequently.

ARTICLE XI

REPORTING REQUIREMENTS

Section 11.01 Annual Statement as to Compliance. The Master Servicer will deliver to each Rating Agency, the Indenture Trustee and the Issuer, on or before March 31 of each year, beginning with March 31, 2005, a certificate stating that (a) a review of the activities of the Master Servicer during the preceding calendar year and of its performance under the Master Servicing Agreement has been made under the supervision of the officer signing such certificate and (b) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all its obligations under the Master Servicing Agreement throughout such year, or, there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

Section 11.02 Annual Independent Public Accountant’s Servicing Report. On or before March 31 of each year, beginning March 31, 2005, the Master Servicer at its expense shall cause an independent public accountant that is a member of the American Institute of Certified Public Accountants to furnish a statement to each Rating Agency, the Issuer and the Indenture Trustee to the effect that such accountant has examined certain documents and records relating to the servicing of the Financed Student Loans (during the preceding fiscal year) under servicing agreements substantially similar one to another and to the Master Servicing Agreement and that, on the basis of such examination, such servicing has been conducted in compliance with such servicing agreements except for such significant exceptions or errors in records that, in the opinion of such accountant, requires it to report and that are set forth in such report.

Section 11.03 Master Servicer’s Certificate. Each month, not later than the twenty-fifth day of each month, the Master Servicer shall deliver to the Indenture Trustee, a certificate certified by an officer of the Master Servicer certifying to the accuracy of the monthly statement contemplated by Section 11.04.

Section 11.04 Statements to Noteholders. On or before the fifteenth day of each month, the Issuer shall provide or cause to be provided to the Indenture Trustee (with a copy to the Rating Agencies) for the Indenture Trustee to forward within 5 days of receipt to each Noteholder, a statement setting forth information with respect to the Notes and Financed Student Loans as of the end of the preceding month, including the following to the extent applicable:

(a) the amount of payments with respect to each Series of Notes paid with respect to principal during the preceding month;

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(b) the amount of payments with respect to each Series of Notes paid with respect to interest during the preceding month;

(c) the amount of the payments allocable to any interest that was carried over together with the amount of any remaining outstanding interest that was carried over;

(d) the principal balance of Financed Student Loans as of the close of business on the last day of the preceding month;

(e) the Pool Balance as of the close of business on the last day of the preceding month;

(f) the aggregate outstanding principal amount of the Notes of each Series as of the close of business on the last day of the preceding month, after giving effect to payments allocated to principal reported under clause (a) above;

(g) the Pool Factor for each Series of Notes as of the close of business on the last day of the preceding month;

(h) the Senior Parity Percentage as of the close of business on the last day of the preceding month;

(i) the Parity Percentage as of the close of business on the last day of the preceding month;

(j) the interest rate for any Series of variable rate Notes, indicating how such interest rate is calculated;

(k) the amount of the servicing fees allocated to the Master Servicer as of the close of business on the last day of the preceding month;

(l) the amount of the administration fee, the auction agent fee, market agent fee, calculation agent fee and the trustee fee, if any, allocated as of the close of business on the last day of the preceding month;

(m) the amount of the Recoveries of Principal and interest received during the preceding month relating to Financed Student Loans;

(n) the amount of the payment attributable to moneys in the Capitalized Interest Account, the amount of any other withdrawals from the Capitalized Interest Account and the balance of the Capitalized Interest Account as of the close of business on the last day of the preceding month;

(o) the amount of the payment attributable to moneys in the Distribution Account, the amount of any other withdrawals from the Distribution Account and the balance of the Distribution Account as of the close of business on the last day of the preceding month;

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(p) the amount of the payment attributable to moneys in the Reserve Account, the amount of any other withdrawals from the Reserve Account and the balance of the Reserve Account and the Reserve Account Requirement as of the close of business on the last day of the preceding month;

(q) the portion, if any, of the payments attributable to amounts on deposit in the Acquisition Account;

(r) the balance of the Collection Account as of the close of business on the last day of the preceding month;

(s) the aggregate amount, if any, paid by the Indenture Trustee to acquire Student Loans from amounts on deposit in the Acquisition Account during the preceding month;

(t) the amount remaining in the Acquisition Account that has not been used to acquire Student Loans and is being transferred to the Collection Account;

(u) the aggregate amount, if any, paid for Financed Student Loans purchased from the Trust during the preceding month;

(v) the number and principal amount of Financed Student Loans, as of the close of business on the last day of the preceding month, (A) that are (i) 11 to 30 days delinquent, 31 to 60 days delinquent, (ii) 61 to 90 days delinquent, (iii) 91 to 120 days delinquent, (iv) 121 to 150 days delinquent, (v) 151 to 180 days delinquent, (vi) greater than 180 days delinquent, and (B) for which claims have been filed with the appropriate Guaranty Agency and that are awaiting payment;

(w) the Value of the Trust Estate and the Outstanding principal amount of the Notes as of the close of business on the last day of the preceding month;

(x) the number and percentage by dollar amount of (i) initial federal reimbursement claims for Financed Student Loans and (ii) rejected federal reimbursement claims for Financed Student Loans;

(y) principal balance of Financed Student Loans in each of the following statuses: (i) forbearance, (ii) deferment, (iii) claims, (iv) in-school, (v) grace, and (vi) repayment; and

(z) the principal balance of Financed Student Loans by loan type as of the close of business on the last day of the preceding month.

Each amount set forth pursuant to paragraph (a), (b), (k) and (l) above shall be expressed as a dollar amount per Authorized Denomination of a Note. If an Event of Default shall have occurred, the statements referred to above shall contain a description of the Event of Default. A copy of the statements referred to above may be obtained by any Noteholder by a written request to the Indenture Trustee, addressed to its Corporate Trust Office.

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Within 60 days after each April 15 of each year commencing with the April 15 following the first issuance of Notes under this Indenture, if required by Section 313(a) of the Trust Indenture Act, the Indenture Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such April 15 with respect to any of the events specified in such Section 313(a) which may have occurred since the later of the immediately preceding April 15 or the date of this Indenture. The Indenture Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture Act at the time specified therein. Reports pursuant to this Section 11.04 shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.

Section 11.05 Compliance Certificates and Opinions.

(a) Except as otherwise specifically provided in this Indenture or in any Supplemental Indenture, upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, including, without limitation, any action relating to authentication and delivery of any Notes, the release or the release and substitution of property subject to the lien and security interest of this Indenture or in any Supplemental Indenture or the satisfaction and discharge of this Indenture or in any Supplemental Indenture, the Issuer shall furnish (i) a 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 Trust Indenture Act, a certificate from a firm of independent certified public accountants meeting the applicable requirements of this Section 11.05, 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 or of any Supplemental 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) Prior to the deposit of any property or securities with the Indenture Trustee that is to be made the basis for the release of any property subject to the lien created by this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.05(a) or elsewhere in this Indenture or in any Supplemental Indenture, furnish to the Indenture Trustee (i) a certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the property or securities to be so deposited, (ii) 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 filing of any financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest in favor of the Indenture Trustee, for the benefit of the Indenture Trustee, created by this Indenture or by

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any Supplemental 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 (iii) evidence that each of the Rating Agencies then rating any Outstanding Notes have confirmed that such action will not result in a reduction, qualification or withdrawal of the then-current rating of any of the Notes.

(c) Whenever the Issuer is required to furnish to the Indenture Trustee a certificate certifying or stating the opinion of any signer thereof as to the matters described in paragraph (b) above, the Issuer shall also furnish to the Indenture Trustee a certificate from a firm of independent certified public accountants as to the same matters, if the fair value to the Issuer 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 Issuer, as set forth in the certificates delivered pursuant to paragraph (b) above and this paragraph (c), is ten percent (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 set forth in the related certificate is less than $25,000 or less than one percent (1%) of the Outstanding Amount of the Notes.

(d) Other than with respect to any release described in clause (i) or (ii) of paragraph (f) below, whenever any property or securities are to be released from the lien created by this Indenture, the Issuer shall also furnish to the Indenture Trustee a certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 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.

(e) Whenever the Issuer is required to furnish to the Indenture Trustee a certificate certifying or stating the opinion of any signer thereof as to the matters described in paragraph (d) above, the Issuer shall also furnish to the Indenture Trustee a certificate from a firm of independent certified public accountants as to the same matters, if the fair value to the Issuer of the property or securities or of all other property or securities (other than property described in clauses (i) and (ii) of paragraph (f) below) released from the lien created by this Indenture since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to paragraph (d) above and this paragraph (e), equals ten percent (10%) or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any release of property or securities, if the fair value thereof set forth in the related certificate is less than $25,000 or less than one percent (1%) of the Outstanding Amount of the Notes.

(f) Notwithstanding any other provision of this Section 11.05, the Issuer may, without compliance with the other provisions of this Section 11.05, (i) collect, liquidate, sell or otherwise dispose of Financed Student Loans as and to the extent permitted or required by this Indenture or the Master Servicing Agreement, and (ii) make cash payments out of the Accounts as and to the extent permitted or required by this Indenture.

(g) 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

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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.

(h) Any certificate or opinion of an Authorized Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Authorized 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 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 officer of any Master Servicer or the Issuer, stating that the information with respect to such factual matters is in the possession of such Master Servicer or the Issuer, 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.

(i) 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.

(j) Whenever in this Indenture or in any Supplemental Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of granting such application, or as evidence of the Issuer’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 Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing, shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

(k) Nothing in this Section 11.05 shall be construed either as requiring the inclusion in this Indenture or in any Supplemental Indenture of provisions that the Issuer shall furnish to the Indenture Trustee any other evidence of compliance with the conditions and covenants provided for in this Indenture or in any Supplemental Indenture than the evidence specified in this Section 11.05, or as preventing the inclusion of such provisions in this Indenture or in any Supplemental Indenture, if the parties hereto agree.

Section 11.06 Incorporation by Reference of the Trust Indenture Act. Whenever this Indenture or any Supplemental Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. The following terms used in the Trust Indenture Act shall have the following meanings insofar as such terms are incorporated into this Indenture pursuant to this Section 11.06.

“Commission” shall mean the Commission.

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“indenture securities” shall mean the Notes issued and Outstanding under this Indenture.

“indenture security holder” shall mean a Noteholder.

“indenture to be qualified” shall mean this Indenture.

“indenture trustee” or “institutional trustee” shall mean the Indenture Trustee.

“obligor” on the indenture securities shall mean the Issuer.

All other terms from the Trust Indenture Act used in this Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by Commission rule shall have the meaning assigned to them by such definition in the Trust Indenture Act.

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IN WITNESS WHEREOF, the Issuer, the Indenture Trustee, and the Trust Eligible Lender Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written.

EDUCATION FUNDING CAPITAL TRUST-IV, by U.S. Bank National Association, not in its individual capacity, but solely as Co-Owner Trustee on behalf of the Trust
By:	/s/    DANIEL R. BLEY
Name:	Daniel R. Bley
Title:	Vice President & Trust Officer

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
By:	/s/    DANIEL R. BLEY
Name:	Daniel R. Bley
Title:	Vice President & Trust Officer

Acknowledged and accepted as to the Granting Clauses as of the day and year first above written:
FIFTH THIRD BANK, not in its individual capacity but solely as Trust Eligible Lender Trustee
By:	/s/    CRAIG W. TULEY
Name:	Craig W. Tuley
Title:	Vice President

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Education Lending Services, Inc. hereby acknowledges and accepts the duties and obligations assigned to the Master Servicer in Article XI.

EDUCATION LENDING SERVICES, INC., as Master Servicer
By:	/s/    PERRY D. MOORE
Name:	Perry D. Moore
Title:	Executive Vice President-Finance

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APPENDIX A

DEFINITIONS AND USAGE

Usage

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The following rules of construction and usage shall be applicable to any instrument that is governed by this Appendix:

(a) All terms defined in this Appendix shall have the defined meanings when used in any agreement or instrument incorporating this Appendix and in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.

(b) As used herein, in any agreement or instrument incorporating this Appendix and in any certificate or other document made or delivered pursuant thereto, accounting terms not defined in this Appendix or in any such agreement or instrument, certificate or other document, and accounting terms partly defined in this Appendix or in any such agreement or instrument, certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of such instrument. To the extent that the definitions of accounting terms in this Appendix or in any such agreement or instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or in any such agreement or instrument, certificate or other document shall control.

(c) The words “hereof,” “herein,” “hereunder,” and words of similar import when used in an agreement or instrument refer to such agreement or instrument as a whole and not to any particular provision or subdivision thereof; references in an agreement or instrument to “Article”, “Section” or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section or subdivision of or an attachment to such agreement or instrument; and the term “including” means “including without limitation.”

(d) The definitions contained in this Appendix are equally applicable to both the singular and plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(e) Any agreement, instrument or statute defined or referred to below or in any agreement or instrument that is governed by this Appendix means such agreement or instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

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Definitions

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“Accounts” means any accounts established pursuant to Section 4.01 of the Indenture.

“Accrual Period” with respect to a Series of Auction Rate Notes means, initially, the period beginning on the Closing Date and ending on the Initial Auction Date for that Series, and thereafter, the period beginning on an Auction Rate Distribution Date for that Series and ending on the day before the next Auction Rate Distribution Date for that Series; “Accrual Period” with respect to a Series of LIBOR Notes means, initially, the period beginning on the Closing Date and ending on September 14, 2004, the day before the first Quarterly Distribution Date, and thereafter, the period beginning on a Quarterly Distribution Date and ending on the day before the next Quarterly Distribution Date.

“Acquisition Account” means the Account bearing that name established pursuant to Section 4.01 of the Indenture, including any Subaccounts created therein.

“Act” means the Higher Education Act of 1965, as amended, together with any rules, regulations and interpretations thereunder.

“Add-on Consolidation Loan” means a Student Loan included in the Trust Estate, the principal balance of which is added to an existing Consolidation Loan during the Add-on Period, as required by the Act.

“Add-on Period” means, for each Series of Notes issued under the Indenture, the period of 180 days after the last date of origination of any Consolidation Loan acquired by the Issuer with the proceeds of such Note offering.

“Administration Agreement” means the Administration Agreement dated as of May 1, 2004, between the Issuer and the Administrator.

“Administration Fee” shall have the meaning set forth in the Administration Agreement.

“Administrator” means Education Lending Services, Inc., in its capacity as administrator of the Issuer and the Financed Student Loans, and any successor thereto.

“Administrator Default” shall have the meaning set forth in Section 12 of the Administration Agreement.

“Administrator’s Certificate” means the certificate of the Administrator delivered pursuant to Section 2(b)(ii) of the Administration Agreement.

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means 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.

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“Auction Agent Agreement” shall have the meaning given to that term in Appendix B.

“Auction Rate Distribution Dates” means each Payment Date (as defined in Appendix B).

“Auction Rate Notes” means the Series A-4 Notes, the Series A-5 Notes, the Series A-6 Notes and the Series B-1 Notes.

“Authorized Denominations” with respect to the LIBOR Notes means $1,000 and any integral multiple thereof, and with respect to the Auction Rate Notes means $50,000 and any integral multiple thereof.

“Authorized Officer” means (i) with respect to the Issuer, any officer of the Co-Owner Trustee or Administrator who is authorized to act for the Co-Owner Trustee or Administrator in matters relating to the Issuer pursuant to the Basic Documents and who is identified on the lists of Authorized Officers delivered by the Co-Owner Trustee and Administrator to the Indenture Trustee on a Closing Date (as such list may be modified or supplemented from time to time thereafter) and (ii) with respect to the Depositor, the Seller, the Master Servicer and the Administrator, any officer or other authorized representative of the Seller, the Master Servicer or the Administrator, respectively, who is authorized to act for the Depositor, the Seller, the Master Servicer or the Administrator, respectively, in matters relating to itself or to the Issuer and to be acted upon by the Depositor, the Seller, the Master Servicer or the Administrator, respectively, pursuant to the Basic Documents and who is identified on the list of Authorized Officers delivered by the Depositor, the Seller, the Master Servicer and the Administrator, respectively, to the Indenture Trustee on a Closing Date (as such list may be modified or supplemented from time to time thereafter).

“Available Funds” means, as to a Distribution Date or any related Monthly Expense Payment Date, the sum of the following amounts for the related Collection Period or, in the case of an Auction Rate Distribution Date occurring while any LIBOR Notes remain Outstanding, the applicable portion of these amounts:

(i) all collections received by the Master Servicer on the Financed Student Loans, including any Guarantee Payments received on the Financed Student Loans, but net of:

(1) any collections in respect of principal on the Financed Student Loans applied by the Issuer to repurchase Guaranteed Student Loans from the Guarantors under the Guarantee Agreements, and

(2) amounts required by the Act to be paid to the Department or to be repaid to borrowers, whether or not in the form of a principal reduction of the applicable Financed Student Loan, on the Financed Student Loans for that Collection Period including Consolidation Loan rebate fees;

(ii) any Interest Subsidy Payments and Special Allowance Payments received by the Master Servicer or the Trust Eligible Lender Trustee during that Collection Period for the Financed Student Loans;

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(iii) all proceeds of the liquidation of defaulted Financed Student Loans that were liquidated during that Collection Period in accordance with the Master Servicer’s customary servicing procedures, net of expenses incurred by the Master Servicer related to their liquidation and any amounts required by law to be remitted to the borrower on the liquidated Financed Student Loans, and all recoveries on liquidated Financed Student Loans that were written off in prior Collection Periods or during that Collection Period;

(iv) the aggregate purchase amounts received during that Collection Period for those Financed Student Loans repurchased by the Depositor or purchased by the Master Servicer or for Financed Student Loans sold to another Eligible Lender pursuant to the Master Servicing Agreement;

(v) the aggregate purchase amounts received during that Collection Period for those Student Loans purchased by the Seller;

(vi) the aggregate amounts, if any, received from the Seller, the Depositor or the Master Servicer, as the case may be, as reimbursement of non-guaranteed interest amounts, or lost Interest Subsidy Payments and Special Allowance Payments, on the Financed Student Loans pursuant to the Transfer and Sale Agreements or the Master Servicing Agreement;

(vii) amounts received by the Issuer pursuant to the Master Servicing Agreement during that Collection Period as to yield or principal adjustments; and

(viii) investment earnings on that Distribution Date and any interest remitted by the Indenture Trustee to the Collection Account prior to such Distribution Date or Monthly Expense Payment Date;

provided that if on any Distribution Date there would not be sufficient funds, after application of Available Funds, as defined above, and application of amounts available from the Capitalized Interest Account and the Reserve Account, to pay the Monthly Issuer Fees and the items specified in clauses (i) and (ii) of each of Sections 4.03(d) and (e) (but excluding each clause (ii), and including clauses (iii) through (x) of Section 4.03(d), in the event that a condition exists as described in either of clause (i) or (ii) of Section 1.02(c)), then Available Funds on that Distribution Date will include, in addition to the Available Funds as defined above, amounts on deposit in the Collection Account, or amounts held by the Indenture Trustee, or which the Indenture Trustee reasonably estimates to be held by the Indenture Trustee, for deposit into the Collection Account which would have constituted Available Funds for the Distribution Date succeeding that Distribution Date, up to the amount necessary to pay such items, and the Available Funds for the succeeding Distribution Date will be adjusted accordingly.

“Bailments” means collectively the Bailment Notice and Acknowledgement dated May 1, 2004 among the Trust, the Trust Eligible Lender Trustee, the Indenture Trustee and Great Lakes Educational Loan Services, Inc., and the Bailment Notice and Acknowledgement dated May 1, 2004 among the Trust, the Trust Eligible Lender Trustee, the Indenture Trustee and ACS Education Services, Inc.

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“Basic Documents” means the Trust Agreement, the Indenture, any Supplemental Indenture, the Eligible Lender Trust Agreements, the Transfer and Sale Agreements, the Master Servicing Agreement, the Subservicing Agreements, the Bailments, the Administration Agreement, the Guarantee Agreements, the Auction Agent Agreement, the Market Agent Agreement, the Broker-Dealer Agreements, the Underwriting Agreement, any Derivative Product and other documents and certificates delivered in connection with any thereof.

“Borrower” means an individual who is the maker of a Borrower Note and, with respect to Guaranteed Student Loans, who obtains a Student Loan from an “eligible lender” in accordance with the Act and the policies and procedures of a Federal Guarantor.

“Borrower Note” means a promissory note of a Borrower for a Student Loan, which promissory note, in the case of Guaranteed Student Loans, shall be set forth on the appropriate form furnished by the Federal Guarantor and shall meet the criteria set forth by the Act and the policies and procedures of the Federal Guarantor.

“Broker-Dealer Agreement” shall have the meaning given to that term in Appendix B.

“Business Day” means any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions or trust companies in the State of Ohio, or in the city in which the Corporate Trust Office of the Indenture Trustee is located, are authorized or obligated by law, regulation or executive order to remain closed.

“Calculation Agent” means Citigroup Global Markets Inc.

“Capitalized Interest Account” means the Account bearing that name established pursuant to Section 4.01 of the Indenture, including any Subaccounts created therein.

“Cash Flows” means cash flow schedules prepared by the Issuer or its designee, including a listing of all assumptions used in the preparation of such cash flow schedules, and provided to each Rating Agency. All assumptions used in the preparation of the Cash Flows shall be reasonable in the judgment of the Issuer and disclosed in writing to each Rating Agency.

“Certificate Distribution Account” shall have the meaning given to that term in the Trust Agreement.

“Certificate of Insurance” means any Certificate evidencing a Financed Student Loan is Insured pursuant to a Contract of Insurance.

“Class A Note Interest Shortfall” means, for any Distribution Date, the sum, for all of the Class A Notes with a Distribution Date on this Distribution Date, of the excess of:

(i) the amount of interest (excluding Carry-over Amounts) that was payable on each Series of Class A Notes with a Distribution Date on this Distribution Date on the preceding Distribution Date for the Series, over

(ii) the amount of interest actually distributed with respect to these Class A Notes on that preceding Distribution Date, plus interest on the amount of that excess, to

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the extent permitted by law, at the interest rates on these Class A Notes from that preceding Distribution Date to the current Distribution Date.

“Class A Note Principal Shortfall” means, as of the close of any Distribution Date, the excess of:

(i) the Class A Noteholders’ Principal Distribution Amount on that Distribution Date, over

(ii) the amount of principal actually distributed or allocated to the Class A Noteholders on that Distribution Date.

“Class A Noteholders’ Distribution Amount” means, for any Distribution Date, the sum of the Class A Noteholders’ Interest Distribution Amount and the Class A Noteholders’ Principal Distribution Amount on that Distribution Date.

“Class A Noteholders’ Interest Distribution Amount” means, for any Distribution Date, the sum of:

(i) the amount of interest accrued at the Class A Note interest rates for the related Accrual Period with respect to all Series of Class A Notes with a Distribution Date on this Distribution Date on the aggregate Outstanding principal balances of these Series of Class A Notes on the applicable immediately preceding Distribution Date(s) after giving effect to all principal distributions to Class A Noteholders on preceding Distribution Dates or, in the case of the first Distribution Date for these Series of Class A Notes, on the Closing Date, and

(ii) the Class A Note Interest Shortfall on that Distribution Date.

“Class A Noteholders’ Principal Distribution Amount” means:

(i) for any Distribution Date occurring while any LIBOR Notes are Outstanding, the Principal Distribution Amount on that Distribution Date plus the Class A Note Principal Shortfall as of the close of the preceding Distribution Date; and

(ii) for any Distribution Date occurring while there are no LIBOR Notes Outstanding but before the date on which the Class A Auction Rate Noteholders have been paid in full, the Principal Distribution Amount on that Distribution Date plus the Class A Note Principal Shortfall as of the close of the preceding Distribution Date less the greatest amount that can be paid as principal on the Class B Notes without reducing the Senior Parity Percentage below the Required Senior Parity Percentage or reducing the Parity Percentage below the Required Parity Percentage, with those percentages computed assuming that immediately prior to the computation, that amount of principal was actually made on the Class B Notes;

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provided that the Class A Noteholders’ Principal Distribution Amount will not exceed the Outstanding principal balance of the Class A Notes. In addition:

(1) on the Stated Maturity of the Series A-1 Notes, the principal required to be distributed to Series A-1 Noteholders will include the amount required to reduce the Outstanding principal balance of the Series A-1 Notes to zero;

(2) on the Stated Maturity of the Series A-2 Notes, the principal required to be distributed to Series A-2 Noteholders will include the amount required to reduce the Outstanding principal balance of the Series A-2 Notes to zero;

(3) on the Stated Maturity of the Series A-3 Notes, the principal required to be distributed to Series A-3 Noteholders will include the amount required to reduce the Outstanding principal balance of the Series A-3 Notes to zero;

(4) on the Stated Maturity of the Series A-4 Notes, the principal required to be distributed to Series A-4 Noteholders will include the amount required to reduce the Outstanding principal balance of the Series A-4 Notes to zero;

(5) on the Stated Maturity of the Series A-5 Notes, the principal required to be distributed to Series A-5 Noteholders will include the amount required to reduce the Outstanding principal balance of the Series A-5 Notes to zero; and

(6) on the Stated Maturity of the Series A-6 Notes, the principal required to be distributed to Series A-6 Noteholders will include the amount required to reduce the Outstanding principal balance of the Series A-6 Notes to zero.

“Class A Notes” means the Series A-1 Notes, the Series A-2 Notes, the Series A-3 Notes, the Series A-4 Notes, the Series A-5 Notes and the Series A-6 Notes.

“Class B Note Interest Shortfall” means, for any Distribution Date, the excess of:

(i) the Class B Noteholders’ Interest Distribution Amount on the preceding Distribution Date, over

(ii) the amount of interest actually distributed to the Class B Noteholders on that preceding Distribution Date, plus interest on the amount of that excess, to the extent permitted by law, at the Class B Note interest rate from that preceding Distribution Date to the current Distribution Date.

“Class B Note Principal Shortfall” means, as of the close of any Distribution Date, the excess of:

(i) the Class B Noteholders’ Principal Distribution Amount on that Distribution Date, over

(ii) the amount of principal actually distributed or allocated to the Class B Noteholders on that Distribution Date.

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“Class B Noteholders’ Distribution Amount” means, for any Distribution Date, the sum of the Class B Noteholders’ Interest Distribution Amount and the Class B Noteholders’ Principal Distribution Amount on that Distribution Date.

“Class B Noteholders’ Interest Distribution Amount” means, for any Distribution Date, the sum of:

(i) the amount of interest accrued at the Class B Note rate for the related Accrual Period on the Outstanding principal balance of the Class B Notes on the immediately preceding Distribution Date, after giving effect to all principal distributions to Class B Noteholders on that preceding Distribution Date, and

(ii) the Class B Note Interest Shortfall on that Distribution Date.

“Class B Noteholders’ Principal Distribution Amount” means:

(i) for any Distribution Date occurring while there are no LIBOR Notes Outstanding but before the date on which the Class A Auction Rate Noteholders have been paid in full, the greatest amount that can be paid as principal on the Class B Notes without reducing the Senior Parity Percentage below the Required Senior Parity Percentage or reducing the Parity Percentage below the Required Parity Percentage; and

(ii) for any Distribution Date occurring after the date on which the Class A Noteholders have been paid in full, the Principal Distribution Amount on that Distribution Date and the Class B Note Principal Shortfall as of the close of the preceding Distribution Date;

provided that the Class B Noteholders’ Principal Distribution Amount will not exceed the principal balance of the Class B Notes.

In addition, on the Stated Maturity of the Class B Notes, the principal required to be distributed to the Class B Noteholders will include the amount required to reduce the Outstanding principal balance of the Class B Notes to zero.

“Class B Notes” means the Series B-1 Notes.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Closing Date” means May 12, 2004.

“Code” means the Internal Revenue Code of 1986, as amended from time to time. Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations, including applicable temporary and proposed regulations, relating to such section that are applicable to the Notes or the use of the proceeds thereof. A reference to any specific section of the Code shall be deemed also to be a reference to the comparable provisions of any enactment that supersedes or replaces the Code thereunder from time to time.

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“Collection Account” means the Account bearing that name established pursuant to Section 4.01 of the Indenture, including any Accounts and subaccounts created therein.

“Collection Period” means initially the period from the Closing Date through August 31, 2004. Thereafter, a “Collection Period” means (a) while any LIBOR Notes are Outstanding, the three-month period ending on the last day of February, May, August or November, in each case for the Quarterly Distribution Date in the following month, and (b) after the date on which no LIBOR Notes remain Outstanding, the period beginning on the first day of each month and ending on the last day of the same month.

“Commission” means the Securities and Exchange Commission.

“Consolidation Loan” means a Student Loan made pursuant to Section 428C of the Act to consolidate the Borrower’s obligations under various federally authorized student loan programs into a single loan, as supplemented by the addition of any related Add-on Consolidation Loan.

“Contract of Insurance” means the contract of insurance between the Eligible Lender and the Secretary.

“Co-Owner Trustee” means U.S. Bank National Association, a national banking association duly organized under the laws of the United States of America and authorized to exercise corporate trust powers, having its principal corporate trust office in Cincinnati, Ohio, not in its individual capacity, but solely as Co-Owner trustee of the Trust under the Trust Agreement.

“Corporate Trust Office” means (i) with respect to the Indenture Trustee, the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at a Closing Date is located at CN-WN-06CT, 425 Walnut Street, 6^th Floor, Cincinnati, Ohio 45202, Attention: Corporate Trust (telephone: +1.513.632.2518; facsimile: +1.513.632.3286) or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Depositor, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders and the Depositor); (ii) with respect to the Co-Owner Trustee, the principal corporate trust offices of the Co-Owner Trustee located at CN-WN-06CT, 425 Walnut Street, 6^th Floor, Cincinnati, Ohio 45202, Attention: Corporate Trust (telephone: +1.513.632.2518; facsimile: +1.513.632.3286) or at such other address as the Co-Owner Trustee may designate by notice to the Depositor or the principal corporate trust office of any successor Co-Owner Trustee (the address of which the successor Co-Owner Trustee will notify the Depositor); and (iii) with respect to the Trust Eligible Lender Trustee, the principal corporate trust offices of the Trust Eligible Lender Trustee located at MD 10903B, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, Attention: Asset Securitization (telephone: +1.513.534.7949; facsimile: +1.513.579.4270) or at such other address as the Trust Eligible Lender Trustee may designate by notice to the Depositor or the principal corporate trust office of any successor Trust Eligible Lender Trustee (the address of which the successor Trust Eligible Lender Trustee will notify the Depositor).

“Counterparty” means any counterparty under a Derivative Product.

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“Counterparty Derivative Payment” means any payment to be made to, or for the benefit of, the Issuer under a Derivative Product.

“Custodian” means the Master Servicer or a Subservicer in its capacity as custodian of the Borrower Notes or any permitted successor Custodian.

“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Delivery” when used with respect to Trust Account Property means:

(a) with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute instruments and are susceptible of physical delivery (“Physical Property”), transfer of possession thereof to the Indenture Trustee, endorsed to, or registered in the name of, the Indenture Trustee or its nominee or endorsed in blank;

(b) with respect to a certificated security:

(i) delivery thereof in bearer form to the Indenture Trustee; or

(ii) delivery thereof in registered form to the Indenture Trustee; and

(A) the certificate is endorsed to the Indenture Trustee or in blank by effective endorsement; or

(B) the certificate is registered in the name of the Indenture Trustee, upon original issue or registration of transfer by the Issuer;

(c) with respect to an uncertificated security:

(i) the delivery of the uncertificated security to the Indenture Trustee; or

(ii) the Issuer has agreed that it will comply with instructions originated by the Indenture Trustee without further consent by the registered owner;

(d) with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations:

(i) a Federal Reserve Bank by book entry credits the book-entry security to the securities account (as defined in 31 CFR Part 357) of a participant (as defined in 31 CFR Part 357) which is also a securities intermediary; and

(ii) the participant indicates by book entry that the book-entry security has been credited to the Indenture Trustee’s securities account;

(e) with respect to a security entitlement:

(i) the Indenture Trustee becomes the entitlement holder; or

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(ii) the securities intermediary has agreed that it will comply with entitlement orders originated by the Indenture Trustee;

(f) without further consent by the entitlement holder; for the purpose of clauses (b) and (c) hereof “delivery” means:

(i) with respect to a certificated security:

(A) the Indenture Trustee acquires possession thereof;

(B) another Person (other than a securities intermediary) either acquires possession thereof on behalf of the Indenture Trustee or, having previously acquired possession thereof, acknowledges that it holds for the Indenture Trustee; or

(C) a securities intermediary acting on behalf of the Indenture Trustee acquires possession of thereof, only if the certificate is in registered form and has been specially endorsed to the Indenture Trustee by an effective endorsement;

(ii) with respect to an uncertificated security:

(A) the Issuer registers the Indenture Trustee as the Note Owner, upon original issue or registration of transfer; or

(B) another Person (other than a securities intermediary) either becomes the Note Owner thereof on behalf of the Indenture Trustee or, having previously become the Note Owner, acknowledges that it holds for the Indenture Trustee;

(g) for purposes of this definition, except as otherwise indicated, the following terms shall have the meaning assigned to each such term in the UCC:

(i) “certificated security”

(ii) “effective endorsement”

(iii) “entitlement holder”

(iv) “instrument”

(v) “securities account”

(vi) “securities entitlement”

(vii) “securities intermediary”

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(viii) “uncertificated security”

“Department” means the United States Department of Education, an agency of the federal government.

“Depositor” means Education Funding Capital I, LLC.

“Depositor Eligible Lender Trust Agreement” means the Eligible Lender Trust Agreement dated as of May 1, 2002 between the Depositor and the Depositor Eligible Lender Trustee.

“Depositor Eligible Lender Trustee” means Fifth Third Bank, a banking corporation organized under the laws of the State of Ohio, not in its individual capacity but solely Depositor Eligible Lender Trustee under the Depositor Eligible Lender Trust Agreement.

“Depositor Transfer and Sale Agreement” means the Transfer and Sale Agreement dated as of May 1, 2004 among the Depositor, the Depositor Eligible Lender Trustee, the Issuer and the Trust Eligible Lender Trustee.

“Derivative Payment Date” means, with respect to a Derivative Product, any date specified in such Derivative Product on which both or either of the Issuer Derivative Payment and/or a Counterparty Derivative Payment is due and payable under such Derivative Product.

“Derivative Product” means a written contract or agreement between the Issuer and a Counterparty:

(a) under which the Issuer is obligated to pay (whether on a net payment basis or otherwise) on one or more scheduled and specified Derivative Payment Dates, the Issuer Derivative Payments in exchange for the Counterparty’s obligation to pay (whether on a net payment basis or otherwise), or to cause to be paid, to the Issuer, Counterparty Derivative Payments on one or more scheduled and specified Derivative Payment Dates in the amounts set forth in the Derivative Product;

(b) for which the Issuer’s obligation to make Issuer Derivative Payments may be secured by a pledge of and lien on the Trust Estate on an equal and ratable basis with any class of the Issuer’s Outstanding Notes and which Issuer Derivative Payments may be equal in priority with any priority classification of the Issuer’s Outstanding Notes; and

(c) under which Counterparty Derivative Payments are to be made directly to the Indenture Trustee for deposit into the Collection Account.

“Derivative Value” means the value of the Derivative Product, if any, to the Counterparty, provided that such value is defined and calculated in substantially the same manner as amounts are defined and calculated pursuant to the applicable provisions of an ISDA Master Agreement.

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“Determination Date” means with respect to (i) a principal payment date, 16 calendar days preceding such date and, (ii) an interest payment date, the third Business Day preceding such date.

“Directing Notes” means, so long as any Series of Class A Notes are Outstanding, the Class A Notes, and thereafter, the Class B Notes.

“Distribution Account” means the Account bearing that name established pursuant to Section 4.01 of the Indenture, including any Subaccounts created therein.

“Distribution Dates” with respect to the LIBOR Notes means each Quarterly Distribution Date, and with respect to the Auction Rate Notes means each Auction Rate Distribution Date, and means, for any Note, its Stated Maturity or the date of any other regularly scheduled principal payment with respect thereto.

“Eligible Deposit Account” means either (a) a segregated account with a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank) that has a rating of A-1+ from S&P and either a long-term unsecured debt rating of A2 by Moody’s and AA by Fitch or a short-term unsecured debt rating of Prime-1 by Moody’s and F2 by Fitch, and whose deposits are insured by the Federal Deposit Insurance Corporation; or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank) having corporate trust powers and acting as trustee for funds deposited in the account, so long as any unsecured notes of the depository institution have an investment grade credit rating from each Rating Agency.

“Eligible Investments” means book-entry securities, negotiable instruments or securities denominated in United States dollars and represented by instruments in bearer or registered form that evidence:

(a) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;

(b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in clause (a) above or portion of such obligation for the benefit of the holders of such depository receipts); provided, however, that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again each time funds are reinvested following each Distribution Date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a rating of A-1+ from S&P

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and a credit rating from each of the other Rating Agencies in the highest short-term and long-term investment category granted thereby;

(c) commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating of A-1+ from S&P and a rating from each of the other Rating Agencies in the highest short-term investment category granted thereby, and, if the commercial paper matures in more than 30 days, the issuer of which commercial paper having a long-term unsecured debt rating from Moody’s of A1 (for commercial paper maturing in 31 to 90 days), Aa3 (for commercial paper maturing in 91 to 180 days), or Aaa (for commercial paper maturing in more than 180 days);

(d) investments in money market funds having a rating of A-1+ from S&P and a rating from Moody’s and each of the other Rating Agencies rating such fund, in the highest investment category granted by such Rating Agency applicable to money market funds (including funds for which the Indenture Trustee, the Master Servicer or the Trust Eligible Lender Trustee or any of their respective Affiliates is investment manager or advisor);

(e) bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(f) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) above;

(g) any other investment upon receipt of a Rating Confirmation or any other investment made in connection with the original issuance of Notes in respect of which issuance a Rating Confirmation has been obtained.

No obligation having an “r” highlighter affixed to its rating shall be considered an Eligible Investment. Eligible Investments shall not include interest-only securities or securities purchased at a premium over par.

“Eligible Lender” means any “Eligible Lender” as defined in the Act that has received an eligible lender designation from the Secretary with respect to Student Loans made under the Act.

“Eligible Lender Trust Agreements” means collectively the Seller Eligible Lender Trust Agreement, the Depositor Eligible Lender Trust Agreement and the Trust Eligible Lender Trust Agreement.

“Event of Bankruptcy” means (a) the Issuer shall have commenced a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, or shall have made a general assignment for the benefit of creditors, or shall have declared a moratorium with respect to its debts or shall have failed

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generally to pay its debts as they become due, or shall have taken any action to authorize any of the foregoing; or (b) an involuntary case or other proceeding shall have been commenced against the Issuer seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, provided such action or proceeding is not dismissed within 60 days.

“Events of Default” shall have the meaning set forth in Article V of the Indenture.

“Federal Guarantor” means a state or private non-profit guarantor that guarantees the payment of principal of and interest on any of the Financed Student Loans, which agency is reinsured by the Department under the Act for between (x) 80% and 100% of the amount of default claims paid by such Federal Guarantor for a given federal fiscal year for loans disbursed prior to October 1, 1993, for 78% to 98% of default claims paid for loans disbursed on or after October 1, 1993 but prior to October 1, 1998 any (y) 75% to 95% of the amount of default claims paid to by such Federal Guarantor for a given federal fiscal year for loans disbursed on or after October 1, 1998 and for 100% of death, disability, bankruptcy, closed school and false certification claims paid.

“FFEL Program” means the Federal Family Education Loan Program established by the Act pursuant to which loans are made to borrowers pursuant to certain guidelines, and the repayment of such loans is guaranteed by a Guaranty Agency, and any predecessor or successor program.

“FFELP Loan” means a Student Loan made under the FFEL Program.

“Financed” or “Financing,” when used with respect to Student Loans, means or refer to Student Loans (a) acquired by the Issuer with balances in the Acquisition Account or otherwise deposited in or accounted for in the Acquisition Account or otherwise constituting a part of the Trust Estate and (b) Student Loans substituted or exchanged for Financed Student Loans, but does not include Student Loans released from the lien of the Indenture and sold or transferred, to the extent permitted by the Indenture.

“Financed Student Loans” means (1) Student Loans that, as of any date of determination, have been conveyed to the Issuer; and (2) any Student Loans the principal balance of which is increased by the principal balance of any related Add-on Consolidation Loan; provided, however, that all Financed Student Loans shall be Consolidation Loans unless the Issuer has obtained a Rating Confirmation regarding the acquisition of non-Consolidation Loans.

“Fiscal Year” means the fiscal year of the Issuer as established from time to time.

“Fitch” means Fitch Ratings or any successor thereto.

“Guarantee” or “Guaranteed” means, with respect to an Student Loan, the insurance or guarantee by the Guaranty Agency pursuant to such Guaranty Agency’s Guarantee Agreement of the maximum percentage of the principal of and accrued interest on such Student Loan allowed

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by the terms of the Act with respect to such Student Loan at the time it was originated and the coverage of such Student Loan by the federal reimbursement contracts, providing, among other things, for reimbursement to the Guaranty Agency for payments made by it on defaulted Student Loans insured or guaranteed by the Guaranty Agency of at least the minimum reimbursement allowed by the Act with respect to a particular Student Loan.

“Guaranty Agency” means any entity authorized to guarantee student loans under the Act and with which the Indenture Trustee maintains a Guarantee Agreement.

“Guarantee Agreements” means a guaranty or lender agreement between the Indenture Trustee and any Guaranty Agency, and any amendments thereto.

“Guarantee Payment” means any payment made by a Federal Guarantor pursuant to a Guarantee Agreement in respect of a Student Loan.

“Highest Priority Obligations” means, (a) at any time when Senior Obligations are Outstanding, the Senior Obligations, and (b) at any time when no Senior Obligations are Outstanding, the Subordinate Obligations.

“Indenture” means the Indenture of Trust dated as of May 1, 2004 among the Issuer, the Trust Eligible Lender Trustee and the Indenture Trustee, as amended and supplemented from time to time.

“Indenture Trustee” means U.S. Bank National Association, a national banking association duly organized under the laws of the United States of America and authorized to exercise corporate trust powers, not in its individual capacity but solely as Indenture Trustee under the Indenture.

“Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor upon the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

“Insurance” or “Insured” or “Insuring” means, with respect to a Student Loan, the insuring by the Secretary under the Act (as evidenced by a Certificate of Insurance or other document or certification issued under the provisions of the Act) of 100% of the principal of and accrued interest on such Student Loan.

“Interest Benefit Payment” means an interest payment on Student Loans received pursuant to the Act and an agreement with the federal government, or any similar payments.

“Interest Subsidy Payments” means payments, designated as such, consisting of interest subsidies by the Department in respect of Financed Student Loans that were originated under the Act to the Trust Eligible Lender Trustee on behalf of the Trust in accordance with the Act.

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“ISDA Master Agreement” means the ISDA Interest Rate and Currency Exchange Agreement, copyright 1992, as amended from time to time, including any schedule or confirmation relating thereto, and as in effect with respect to any Derivative Product.

“Issuer” means Education Funding Capital Trust-IV, until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained in the Indenture and required by the TIA, each other obligor on the Notes.

“Issuer Derivative Payments” means collectively Scheduled Issuer Derivative Payments, Specified Issuer Termination Payments and Other Issuer Termination Payments.

“Issuer Order” and “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

“LIBOR Notes” means the Series A-1 Notes, the Series A-2 Notes and the Series A-3 Notes.

“Market Agent Agreement” shall have the meaning given to that term in Appendix B.

“Master Servicer” means Education Lending Services, Inc., in its capacity as servicer of the Financed Student Loans, or any permitted successor Master Servicer, under the Master Servicing Agreement.

“Master Servicer Default” means an event specified as such in the Master Servicing Agreement.

“Master Servicing Agreement” means, collectively, (i) the Master Servicing Agreement dated as of May 1, 2004, as supplemented and amended from time to time, among the Issuer, the Trust Eligible Lender Trustee, the Master Servicer and the Indenture Trustee, and (ii) the Subservicing Agreement.

“Master Servicing Fee” has the meaning specified in the Master Servicing Agreement.

“Maturity” when used with respect to any Note, means the date on which the principal thereof becomes due and payable as therein or herein provided, whether at its Stated Maturity, by earlier redemption, by declaration of acceleration, or otherwise.

“Minimum Purchase Amount” means an amount sufficient to:

(i) reduce the outstanding principal amount of each Series of Notes then outstanding on the related Distribution Date to zero;

(ii) pay to Noteholders the interest payable on the related Distribution Date;

(iii) pay all remaining Issuer Derivative Payments then due or to become due under Derivative Products payable on a parity with any Series of the Class A Notes or the Class B Notes; and

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(iv) in the case of Auction Rate Notes, pay any Carry-over Amounts and interest on Carry-over Amounts.

“Monthly Allocation Date” means the 15^th day of each calendar month.

“Monthly Expense Payment Date” means the 15^th day of each calendar month.

“Monthly Issuer Fees” means the fees of each Subservicer, the Indenture Trustee, the Trust Eligible Lender Trustee, the Owner Trustee, the Auction Agent, each Broker-Dealer, the Master Servicer and the Administrator.

“Moody’s” means Moody’s Investors Service, Inc. and its successors and assigns.

“Note Counsel” means counsel to the Issuer.

“Note Owner” means, with respect to a book-entry Note, the Person who is the owner of such book-entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Noteholder” means, with respect to a Note, the Person in whose name a Note is registered in the Note registration books maintained by the Indenture Trustee and, with respect to a Derivative Product, the Counterparty thereunder.

“Noteholder Approval” shall have the meaning given such term in Section 5.01 of the Indenture.

“Notes” means, collectively, the Class A Notes and the Class B Notes.

“Obligations” means Senior Obligations and Subordinate Obligations.

“Opinion of Counsel” means (i) with respect to the Issuer, one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or counsel to the Issuer and who shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to the Indenture Trustee as Indenture Trustee and shall be in form and substance satisfactory to the Indenture Trustee and (ii) with respect to the Seller, the Administrator, the Master Servicer or a Federal Guarantor, one or more written opinions of counsel who may be an employee of or counsel to the Seller, the Administrator, the Master Servicer or such Federal Guarantor, which counsel shall be acceptable to the Indenture Trustee, the Trust Eligible Lender Trustee or the Rating Agencies, as applicable.

“Other Issuer Termination Payments” with respect to a Derivative Product means one or more payments required to be made by the Issuer to the Counterparty thereunder in respect of early termination of the Derivative Product; excluding, however, Specified Issuer Termination Payments.

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“Outstanding Amount” or “Outstanding” means the aggregate principal amount of all Notes outstanding at the date of determination.

“Owner” means the Depositor and each of its successors in interest as beneficiaries of the Trust pursuant to Article III of the Trust Agreement.

“Ownership Percentage” with respect to an Owner means the proportion (expressed as a percentage) of the beneficial interest in the Trust held by such Owner.

“Owner Trustee” means the Wilmington Trust Company, not in its individual capacity, but solely as trustee of the Trust under the Trust Agreement.

“Parity Percentage” means the ratio of the Value of the Trust Estate, less accrued interest and fees with respect to all Notes, to the principal amount of all Notes then Outstanding.

“Person” means any individual, corporation, estate, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Physical Property” shall have the meaning given such term in the definition of “Delivery”.

“Pool Balance” for any date means the aggregate principal balance of the Financed Student Loans on that date, including accrued interest that is expected to be capitalized, as reduced by the amount attributable to principal from the following:

(i) all payments received by the Issuer through that date from borrowers, the Guarantee Agencies and the Department;

(ii) all amounts received by the Issuer through that date from purchases of the Financed Student Loans by the Seller, the Depositor or the Master Servicer;

(iii) all liquidation proceeds and Realized Losses on the Financed Student Loans liquidated through that date;

(iv) the amount of any adjustments to balances of the Financed Student Loans that the Master Servicer makes under the Master Servicing Agreement through that date; and

(v) the amount by which Guarantor reimbursements of principal on defaulted Financed Student Loans through that date are reduced from 100% to 98%, or other applicable percentage, as required by the risk sharing provisions of the Act.

“Pool Factor” with respect to a Series of Notes means, as of any date, a seven-digit decimal figure equal to the Outstanding Amount of that Series of Notes as of the close of business on such date divided by the initial Outstanding Amount of that Series of Notes. The

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Pool Factor for each Series of Notes will be 1.0000000 as of the Closing Date; thereafter, the Pool Factor will decline to reflect reductions in the Outstanding Amount of that Series of Notes.

“Principal Distribution Amount” means:

(i) as to the initial Distribution Date, the amount by which the initial Pool Balance exceeds the Pool Balance on that Distribution Date plus any amounts transferred from the Acquisition Account to the Collection Account during the initial Collection Period, and

(ii) as to each subsequent Distribution Date, the amount by which the Pool Balance for the preceding Distribution Date exceeds the Pool Balance on that Distribution Date.

“Program” means the Issuer’s program for the purchase of Student Loans, as the same may be modified from time to time.

“Program Expenses” means (a) the fees and expenses of the Indenture Trustee, the Owner Trustee and the Co-Owner Trustee; (b) the fees and expenses of any auction agent, any market agent, any calculation agent and any Broker-Dealer with respect to Auction Rate Notes; (c) the fees and expenses of any remarketing agent then acting under a Indenture with respect to variable rate Notes; (d) the fees and expenses due to any credit provider of any Notes for which a credit facility or liquidity facility is in place; (e) the fees of the Administrator, the Master Servicer and/or Custodian under the Administration Agreement and any servicing agreement or custodian agreement; (f) the fees and expenses of the Issuer incurred in connection with the preparation of legal opinions and other authorized reports or statements attributable to the Notes and the Financed Student Loans; (g) transfer fees, purchase premiums, loan origination fees and Consolidation Loan rebate fees on Financed Student Loans; (h) fees and expenses associated with the delivery of a substitute credit facility or liquidity facility under a Supplemental Indenture; (i) fees and expenses associated with (but not payments under) Derivative Products; (j) the costs of remarketing any variable rate Notes and (k) expenses incurred for the Issuer’s maintenance and operation of its Program as a direct consequence of the Indenture, the Notes or the Financed Student Loans; including, but not limited to, taxes, the reasonable fees and expenses of attorneys, agents, financial advisors, consultants, accountants and other professionals, attributable to such maintenance and operation, marketing expenses for the Program and a prorated portion of the rent, personnel compensation, office supplies and equipment, travel expenses and other lawful payments made to the Owner Trustee and Co-Owner Trustee.

“Quarterly Distribution Date” means the 15^th day of each March, June, September and December, beginning September 15, 2004; provided, however, if any March 15^th, June 15^th, September 15^th or December 15^th is not a Business Day, the Quarterly Distribution Date shall be the next Business Day.

“Rating” means one of the rating categories of Fitch, Moody’s and S&P or any other Rating Agency, provided Fitch, Moody’s and S&P or any other Rating Agency, as the case may be, is currently rating the Notes.

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“Rating Agency” means Fitch, Moody’s and S&P. If no such organization or successor is any longer in existence, “Rating Agency” shall be a nationally recognized statistical rating organization or other comparable Person designated by the Seller, notice of which designation shall be given to the Indenture Trustee, the Trust Eligible Lender Trustee and the Master Servicer.

“Rating Agency Condition” means, with respect to any action, that each Rating Agency shall have been given prior notice thereof and that each of the Rating Agencies shall have issued a Rating Confirmation.

“Rating Confirmation” means, as of any date, a letter from each Rating Agency then providing a Rating for any of the Notes, confirming that the action proposed to be taken by the Issuer will not, in and of itself, result in a downgrade of any of the Ratings then applicable to the Notes, or cause any Rating Agency to suspend or withdraw the Ratings then applicable to the Notes.

“Realized Loss” means the excess of the principal balance, including any interest that had been or had been expected to be capitalized, of any liquidated Financed Student Loan over liquidation proceeds for a Financed Student Loan to the extent allocated to principal, including any interest that had been or had been expected to be capitalized.

“Record Date” means:

(a) for the LIBOR Notes, the day before the related Distribution Date; and

(b) for the Auction Rate Notes,

(i) for payments of interest at the applicable interest rate and for payments of principal, two Business Days before the related Distribution Date, and

(ii) for payments of Carry-over Amounts and interest accrued thereon, the record date relating to the Distribution Date for which the Carry-over Amount accrued.

“Recoveries of Principal” means all amounts received by the Indenture Trustee from or on account of any Financed Student Loan as a recovery of the principal amount thereof, including scheduled, delinquent and advance payments, payouts or prepayments, proceeds from insurance or from the sale, assignment, transfer, reallocation or other disposition of a Financed Student Loan and any payments representing such principal from the guarantee or insurance of any Financed Student Loan.

“Regulations” means the Regulations promulgated from time to time by the Secretary or any Guaranty Agency guaranteeing Financed Student Loans.

“Required Parity Percentage” means 100.5%; provided, however, that the Required Parity Percentage may be reduced upon receipt of a Rating Confirmation.

“Required Senior Parity Percentage” means 105.0%; provided, however, that the Required Senior Parity Percentage may be reduced upon receipt of a Rating Confirmation.

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“Reserve Account” means the Account bearing that name established pursuant to Section 4.01 of the Indenture, including any Subaccounts created therein.

“Reserve Account Requirement” for any Distribution Date means the greater of (a) 1.0% of the Outstanding balance of the Notes, and (b) $500,000; provided, however, that if the Senior Parity Percentage is at least 105.0% and the Parity Percentage is at least 100.5% on any Distribution Date, the Reserve Account Requirement for such Distribution Date shall be equal to the greater of (c) 0.75% of the Outstanding balance of all of the Notes, and (d) $500,000. In no event will the Reserve Account Requirement exceed the Outstanding balance of all of the Notes.

“Responsible Officer” with respect to the Indenture Trustee, any officer assigned to the Corporate Trust Office of the Indenture Trustee, including any managing director, principal, vice president, assistant vice president, assistant treasurer, assistant secretary, trust officer or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of the Indenture, and also, with respect to a particular matter, any other officer, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Revenue” or “Revenues” means all Recoveries of Principal, payments, proceeds, charges and other income received by the Indenture Trustee or the Issuer from or on account of any Financed Student Loan (including scheduled, delinquent and advance payments of and any insurance proceeds with respect to, interest, including Interest Benefit Payments, on any Financed Student Loan and any Special Allowance Payment received by the Issuer with respect to any Financed Student Loan) and all interest earned or gain realized from the investment of moneys in any Trust Account or Account and all payments received by the Issuer pursuant to a Derivative Product.

“S&P” means Standard & Poor’s, a division of the McGraw-Hill Companies.

“Schedule of Financed Student Loans” means the schedule of Student Loans attached as Schedule A to each Student Loan Acquisition Certificate.

“Scheduled Issuer Derivative Payments” with respect to a Derivative Product means one or more payments required to be made by or on behalf of the Issuer to the Counterparty thereunder on scheduled and specified Derivative Payment Dates.

“Secretary” means the Secretary of the Department, or any successor to the functions thereof under the Act.

“Securities Act” means the federal Securities Act of 1933, as amended.

“Securities Depository” or “Depository” means The Depository Trust Company and its successors and assigns or if, (a) the then Securities Depository resigns from its functions as depository of the Notes or (b) the Issuer discontinues use of the Securities Depository, any other securities depository that agrees to follow the procedures required to be followed by a securities depository in connection with the Notes and that is selected by the Issuer with the consent of the Indenture Trustee.

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“Securities Exchange Act” means the federal Securities Exchange Act of 1934, as amended.

“Seller” means Education Lending Group, Inc., in its capacity as seller of the Financed Student Loans under the Seller Transfer and Sale Agreement.

“Seller Eligible Lender Trust Agreement” means the Amended and Restated Eligible Lender Trust Agreement dated as of July 22, 2002 between the Seller and the Seller Eligible Lender Trustee.

“Seller Eligible Lender Trustee” means Fifth Third Bank, a banking corporation organized under the laws of the State of Ohio, not in its individual capacity but solely Seller Eligible Lender Trustee under the Seller Eligible Lender Trust Agreement.

“Seller Transfer and Sale Agreement” means Transfer and Sale Agreement dated as of May 1, 2004 among the Seller, the Seller Eligible Lender Trustee, the Depositor and the Depositor Eligible Lender Trustee.

“Senior Obligations” means Class A Notes and any Derivative Product, the priority of payment of which is equal with that of Class A Notes.

“Senior Parity Percentage” means the ratio of the Value of the Trust Estate, less accrued interest and fees with respect to all Class A Notes, to the principal amount of all Class A Notes then Outstanding.

“Series” means a series of Notes to which all the same terms and conditions apply and which can be identified by its own alpha-numeric designation (e.g. “A-1”) and which is so designated in the Indenture.

“Series A-1 Notes” means the $170,000,000 Education Funding Capital Trust-IV, Education Loan Backed Notes, Series A-1.

“Series A-2 Notes” means the $390,000,000 Education Funding Capital Trust-IV, Education Loan Backed Notes, Series A-2.

“Series A-3 Notes” means the $100,000,000 Education Funding Capital Trust-IV, Education Loan Backed Notes, Series A-3.

“Series A-4 Notes” means the $100,000,000 Education Funding Capital Trust-IV, Education Loan Backed Notes, Series A-4.

“Series A-5 Notes” means the $100,000,000 Education Funding Capital Trust-IV, Education Loan Backed Notes, Series A-5.

“Series A-6 Notes” means the $90,000,000 Education Funding Capital Trust-IV, Education Loan Backed Notes, Series A-6.

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“Series B-1 Notes” means the $50,000,000 Education Funding Capital Trust-IV, Education Loan Backed Notes, Series B-1.

“Special Allowance Payments” means payments, designated as such, consisting of effective interest subsidies by the Department to the Trust Eligible Lender Trustee on behalf of the Trust in accordance with the Act in respect of the Financed Student Loans that were originated under the Act.

“Special Record Date” means the date established by the Indenture Trustee pursuant to Section 1.01 of the Indenture.

“Specified Issuer Termination Payments” with respect to a Derivative Product means one or more payments required to be made by the Issuer to the Counterparty thereunder in respect of early termination of the Derivative Product upon the occurrence of certain events specified in the Schedule to the Derivative Product.

“Stated Maturity” means the date specified in the Notes as the fixed date on which principal of such Notes is due and payable.

“Student Loan” means an agreement to repay a disbursement of money to or on behalf of an eligible student, evidenced by a Borrower Note and, with respect to Guaranteed Student Loans, guaranteed in accordance with the policies and procedures of a Federal Guarantor.

“Student Loan Acquisition Certificate” means a certificate signed by an Authorized Officer of the Issuer in substantially the form attached as Exhibit B to the Indenture.

“Subaccount” means any of the subaccounts that may be created and established within any Account pursuant to Section 4.01 of the Indenture.

“Subordinate Obligations” means Class B Notes and any Derivative Product, the priority of payment of which is equal with that of Class B Notes.

“Subservicer” means each of Great Lakes Educational Loan Services, Inc. and ACS Education Services, Inc., in its capacity as a subservicer of the Financed Student Loans, and/or any other permitted subservicer, under the Master Servicing Agreement.

“Subservicing Agreement” means collectively the Student Loan Origination and Servicing Agreement dated as of May 1, 2004 among Great Lakes Educational Loan Services, Inc., the Trust Eligible Lender Trustee, the Trust and the Master Servicer, and the Federal FFEL Servicing Agreement dated as of October 1, 2002, as amended by First Amendment to Federal FFEL Servicing Agreement dated as of October 1, 2003, among ACS Education Services, Inc. (“ACS”), the Master Servicer and Fifth Third Bank, as Eligible Lender Trustee for the Master Servicer, as supplemented by the Affiliate Servicing Addendum dated as of May 1, 2004, 2004 among ACS, the Master Servicer, Fifth Third Bank, as Eligible Lender Trustee for the Master Servicer, the Trust and the Trust Eligible Lender Trustee.

“Supplemental Indenture” means (i) the First Supplemental Indenture of Trust dated as of May 1, 2004 among the Issuer, the Indenture Trustee, and the Trust Eligible Lender Trustee, and

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(ii) each other agreement supplemental to the Indenture, executed pursuant to Article VII of the Indenture.

“Transfer and Sale Agreements” means collectively the Seller Transfer and Sale Agreement and the Depositor Transfer and Sale Agreement.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References in any document or instrument to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust” means Education Funding Capital Trust-IV, formed pursuant to the Trust Agreement.

“Trust Accounts” shall have the meaning given such term in Section 4.01 of the Indenture.

“Trust Account Property” means the Trust Accounts, all amounts and investments held from time to time in any Trust Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), including the Reserve Account, the Distribution Account, the Capitalized Interest Account, the Acquisition Account and the Collection Account and all proceeds of the foregoing.

“Trust Agreement” means the Trust Agreement dated as of April 2, 2004 among the Depositor, the Owner Trustee and the Co-Owner Trustee, as amended and restated in its entirety by the Amended and Restated Trust Agreement dated as of May 1, 2004 among the Depositor, the Owner Trustee and the Co-Owner Trustee, and acknowledged and agreed to by the Trust Eligible Lender Trustee, as the same may be further amended from time to time.

“Trust Certificate” means a certificate evidencing the Ownership Percentage of an Owner in substantially the form as Exhibit A to the Trust Agreement.

“Trust Eligible Lender Trust Agreement” means the Amended and Restated Eligible Lender Trust Agreement dated as of May 1, 2004 between the Issuer and the Trust Eligible Lender Trustee.

“Trust Eligible Lender Trustee” means Fifth Third Bank, a banking corporation organized under the laws of the State of Ohio, not in its individual capacity but solely as Trust Eligible Lender Trustee under the Trust Eligible Lender Trust Agreement.

“Trust Estate” means all right, title and interest of the Trust (or the Co-Owner Trustee or Trust Eligible Lender Trustee on behalf of the Trust) in and to the property and rights assigned to the Trust pursuant to Article I of the Depositor Transfer and Sale Agreement, all funds on deposit from time to time in the Trust Accounts and all other property of the Trust from time to time, including any rights of the Trust pursuant to the Depositor Transfer and Sale Agreement, the Master Servicing Agreement and the Administration Agreement.

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“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

“Underwriters” means Citigroup Global Markets Inc., RBC Dain Rauscher and Fifth Third Securities, Inc.

“Underwriting Agreement” means the Underwriting Agreement dated May 3, 2004 between the Issuer and Citigroup Global Markets Inc., as representative of the Underwriters.

“Value” on any calculation date when required under the Indenture means the value of the Trust Estate calculated by the Issuer as to (a) below and by the Indenture Trustee as to (b) through (e), inclusive, below, as follows:

(a) with respect to any Student Loan, the unpaid principal amount thereof, accrued but unpaid interest, Interest Benefit Payments and Special Allowance Payments, if applicable, less the unguaranteed portion of Student Loans in claims status;

(b) with respect to any funds of the Issuer held under the Indenture and on deposit in any commercial bank or as to any banker’s acceptance or repurchase agreement or investment contract, the amount thereof plus accrued but unpaid interest;

(c) with respect to any Eligible Investments of an investment company, the bid price of the shares as reported by the investment company plus accrued but unpaid interest;

(d) as to investments the bid and asked prices of which 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; and

(e) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: (i) 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 Issuer in its absolute discretion) at the time making a market in such investments or (ii) the bid price published by a nationally recognized pricing service.

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APPENDIX B

CERTAIN TERMS AND PROVISIONS OF

THE AUCTION RATE NOTES

ARTICLE I

DEFINITIONS

Except as provided below in this Section, all terms that are defined in Appendix A of the Indenture shall have the same meanings, respectively, in this Appendix B as such terms are given in the Indenture. In addition, the following terms shall have the following respective meanings:

“All Hold Rate” means the Applicable LIBOR Rate less 0.20%; provided, that in no event shall the applicable All Hold Rate be greater than the applicable Maximum Rate.

“Applicable LIBOR Rate” means, (a) for Auction Periods of 35 days or less, One-Month LIBOR, (b) for Auction Periods of more than 35 days but less than 91 days, Three-Month LIBOR, (c) for Auction Periods of more than 90 days but less than 181 days, Six-Month LIBOR, and (d) for Auction Periods of more than 180 days, One-Year LIBOR.

“Auction” means the implementation of the Auction Procedures on an Auction Date.

“Auction Agent” means the Initial Auction Agent under the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement becomes effective, after which “Auction Agent” means the Substitute Auction Agent.

“Auction Agent Agreement” means the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement is entered into, after which “Auction Agent Agreement” means such Substitute Auction Agent Agreement.

“Auction Agent Fee” has the meaning set forth in the Auction Agent Agreement.

“Auction Date” means, initially, June 10, 2004 with respect to the Series A-4 Notes, June 17, 2004 with respect to the Series A-5 Notes, June 24, 2004 with respect to the Series A-6 Notes, and June 24, 2004 with respect to the Series B-1 Notes, and thereafter, the Business Day immediately preceding the first day of each Auction Period for each respective Series, other than:

(a) each Auction Period commencing after the ownership of the applicable Auction Rate Notes is no longer maintained in Book-entry Form by the Securities Depository;

(b) each Auction Period commencing after and during the continuance of a Payment Default; or

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(c) each Auction Period commencing less than two Business Days after the cure or waiver of a Payment Default.

Notwithstanding the foregoing, the Auction Date for one or more Auction Periods may be changed pursuant to Section 2.02(h) of this Appendix B.

“Auction Note Interest Rate” means each variable rate of interest per annum borne by Auction Rate Notes for each Auction Period and determined in accordance with the provisions of Sections 2.01 and 2.02 of this Appendix B; provided, however, that in the event of a Payment Default, the Auction Note Interest Rate shall equal the applicable Non-Payment Rate; provided further, however, that such Auction Note Interest Rate shall in no event exceed the lesser of the Net Loan Rate and the Maximum Rate.

“Auction Period” means the Interest Period applicable to each Series of Auction Rate Notes during which time the Auction Note Interest Rate for such Series is determined pursuant to Section 2.02(a) of this Appendix B, which Auction Period (after the Initial Period for such Series) shall begin on an Interest Rate Adjustment Date and initially shall consist generally of 28 days for the Auction Rate Notes, as the same may be adjusted pursuant to Section 2.02(g) of this Appendix B.

“Auction Period Adjustment” means an adjustment to the Auction Period as provided in Section 2.02(g) of this Appendix B.

“Auction Procedures” means the procedures set forth in Section 2.02(a) of this Appendix B by which the Auction Rate is determined.

“Auction Rate” means the rate of interest per annum that results from implementation of the Auction Procedures and is determined as described in Section 2.02(a)(iii)(B) of this Appendix B.

“Available Auction Rate Notes” has the meaning set forth in Section 2.02(a)(iii)(A)(1) of this Appendix B.

“Bid” has the meaning set forth in Section 2.02(a)(i)(A) of this Appendix B.

“Bid Auction Rate” has the meaning set forth in Section 2.02(a)(iii)(A) of this Appendix B.

“Bidder” has the meaning set forth in Section 2.02(a)(i)(A) of this Appendix B.

“Book-entry Form” or “Book-entry System” means a form or system under which (a) the beneficial right to principal and interest may be transferred only through a book entry, (b) physical securities in registered form are issued only to a Securities Depository or its nominee as Noteholder, with the securities “immobilized” to the custody of the Securities Depository, and (c) the book entry is the record that identifies the owners of beneficial interests in that principal and interest.

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“Broker-Dealers” means Citigroup Global Markets Inc. (with respect to the Series A-4 Notes, the Series A-5 Notes, the Series A-6 Notes and the Series B-1 Notes), and any other broker or dealer (each as defined in the Securities Exchange Act of 1934, as amended), commercial bank or other entity permitted by law to perform the functions required of a Broker-Dealer set forth in the Auction Procedures that (a) is a Participant (or an affiliate of a Participant), (b) has been appointed as such by the Issuer pursuant to Section 2.02(f) of this Appendix B, and (c) has entered into a Broker-Dealer Agreement that is in effect on the date of reference.

“Broker-Dealer Agreements” means the agreements between the Auction Agent and the Broker-Dealers, and approved by the Issuer, pursuant to which the Broker-Dealers agree to participate in Auctions as set forth in the Auction Procedures, as from time to time amended or supplemented. The Broker-Dealer Agreements shall be in substantially the form of the Broker-Dealer Agreement dated as of May 1, 2004, among the Issuer, the Auction Agent, and the Broker-Dealer.

“Broker-Dealer Fee” has the meaning set forth in the Auction Agent Agreement.

“Business Day” means any day other than a Saturday, Sunday, holiday or day on which banks located in the City of New York, New York, or the New York Stock Exchange, the Indenture Trustee or the Auction Agent, are authorized or permitted by law or executive order to close or such other date as may be agreed to in writing by the Auction Agent, the Broker-Dealers and the Issuer.

“Cap Rate” means, with respect to any Interest Period applicable to the Auction Rate Notes, the lesser of (i) the applicable Maximum Rate and (ii) the Net Loan Rate in effect for such Interest Period.

“Carry-over Amount” means, for any Interest Period during which interest is calculated at the Net Loan Rate, the excess, if any, of (a) the amount of interest on an Auction Rate Note that would have accrued with respect to the related Interest Period at the lesser of (i) the applicable Auction Rate and (ii) the Maximum Rate over (b) the amount of interest on such Auction Rate Note actually accrued with respect to such Auction Rate Note with respect to such Interest Period based on the Net Loan Rate, together with the unreduced portion of any such excess from prior Interest Periods; provided that any reference to “principal” or “interest” in the Indenture and the Auction Rate Notes shall not include within the meanings of such words any Carry-over Amount or any interest accrued on any Carry-over Amount.

“Effective Interest Rate” means, with respect to any Financed Student Loan, the interest rate per annum payable by the borrower as of the last day of the calendar quarter borne by such Financed Student Loan after giving effect to any reduction in such interest rate pursuant to borrower incentives, (a) less all accrued rebate fees on such Financed Student Loan constituting Consolidation Loans paid during such calendar quarter expressed as a percentage per annum and (b) plus all accrued Interest Benefit Payments and Special Allowance Payments applicable to such Financed Student Loan during such calendar quarter expressed as a percentage per annum.

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“Eligible Carry-over Make-up Amount” means, with respect to each Interest Period relating to the Auction Rate Notes as to which, as of the first day of such Interest Period, there is any unpaid Carry-over Amount, an amount equal to the lesser of (a) interest computed on the principal balance of the Auction Rate Notes in respect to such Interest Period at a per annum rate equal to the excess, if any, of the Net Loan Rate over the Auction Rate, together with the unreduced portion of any such excess from prior Interest Periods and (b) the aggregate Carry-over Amount remaining unpaid as of the first day of such Interest Period together with interest accrued and unpaid thereon through the end of such Interest Period.

“Existing Owner” means (a) with respect to and for the purpose of dealing with the Auction Agent in connection with an Auction, a Person who is a Broker-Dealer listed in the Existing Owner Registry at the close of business on the Business Day immediately preceding the Auction Date for such Auction and (b) with respect to and for the purpose of dealing with the Broker-Dealers in connection with an Auction, a Person who is a beneficial owner of Auction Rate Notes.

“Existing Owner Registry” means the registry of Persons who are owners of the Auction Rate Notes, maintained by the Auction Agent as provided in the Auction Agent Agreement.

“Hold Order” has the meaning set forth in Section 2.02(a)(i)(A) of this Appendix B.

“Initial Auction Agent” means Deutsche Bank Trust Company Americas, a New York banking corporation, and its successors and assigns.

“Initial Auction Agent Agreement” means the Auction Agent Agreement dated as of May 1, 2004, by and among the Issuer, the Indenture Trustee and the Initial Auction Agent, including any amendment thereof or supplement thereto.

“Initial Payment Dates” means, with respect to the Series A-4 Notes, June 11, 2004; with respect to the Series A-5 Notes, June 18, 2004; with respect to the Series A-6 Notes, June 25, 2004; and with respect to the Series B-1 Notes, June 25, 2004.

“Initial Period” means, as to Auction Rate Notes, the period commencing on the Closing Date and continuing through the day immediately preceding the Initial Rate Adjustment Date for such Auction Rate Notes.

“Initial Rate” means             % for the Series A-4 Notes,             % for the Series A-5 Notes,             % for the Series A-6 Notes, and             % for the Series B-1 Notes.

“Initial Rate Adjustment Date” means, with respect to the Series A-4 Notes, June 11, 2004; with respect to the Series A-5 Notes, June 18, 2004; with respect to the Series A-6 Notes, June 25, 2004; and with respect to the Series B-1 Notes, June 25, 2004.

“Interest Period” means, with respect to the Auction Rate Notes, the Initial Period and each period commencing on an Interest Rate Adjustment Date for such Series and ending on and

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including the day before (a) the next Interest Rate Adjustment Date for such Series or (b) the Stated Maturity of such Series, as applicable.

“Interest Rate Adjustment Date” means the date on which an Auction Note Interest Rate is effective, and means, with respect to the Auction Rate Notes, the date of commencement of each Auction Period.

“Interest Rate Determination Date” means, with respect to the Auction Rate Notes, the Auction Date, or if no Auction Date is applicable to such Series, the Business Day immediately preceding the date of commencement of an Auction Period.

“Market Agent” means Citigroup Global Markets Inc.

“Market Agent Agreement” means the Market Agent Agreement dated as of May 1, 2004 among the Market Agent, the Issuer and the Indenture Trustee, as the same may be amended from time to time.

“Maximum Rate” means the least of (a) either (i) the Applicable LIBOR Rate plus 1.50% (if the ratings assigned by Fitch, Moody’s and S&P to the Auction Rate Notes are “AA-”, “Aa3” and “AA-”, respectively, or better) or (ii) the Applicable LIBOR Rate plus 2.50% (if any one of the ratings assigned by Fitch, Moody’s and S&P to the Auction Rate Notes is less than “AA-”, “Aa3” and “AA-”, respectively, and greater than or equal to “A-”, “A” and “A”, respectively), or (iii) the Applicable LIBOR Rate plus 3.50% (if any one of the ratings assigned by Fitch, Moody’s and S&P to the Auction Rate Notes is less than “A-”, “A” and “A-”, respectively), and (b) the highest rate the Issuer may legally pay, from time to time, as interest on the Auction Rate Notes. For purposes of the Auction Agent and the Auction Procedures, the ratings referred to in this definition shall be the last ratings of which the Auction Agent has been given written notice pursuant to the Auction Agent Agreement.

“Net Loan Rate” means, with respect to any Interest Period applicable to the Auction Rate Notes, the rate of interest per annum (rounded to the next highest one-hundredth of one percent) equal to (a) the weighted average Effective Interest Rate of the Financed Student Loans for the calendar quarter immediately preceding such Interest Period, as determined by the Administrator on the last day of such calendar quarter, less (b) the sum of (i) the Program Expense Percentage, as determined by the Administrator on the last day of each calendar quarter and (ii) net losses realized on the Financed Student Loans during the calendar quarter immediately preceding such Interest Period, as determined by the Administrator on the last day of such calendar quarter, expressed as a percentage of the principal balance of the Financed Student Loans outstanding on the last day of such calendar quarter. In making the determinations in (a) and (b) of this definition of “Net Loan Rate,” the Administrator shall take into account as an increase to such Net Loan Rate the receipt of any Counterparty Derivative Payment and as a decrease to such Net Loan Rate any Issuer Derivative Payment. The determinations made by the Administrator in (a) and (b) of this definition of “Net Loan Rate” shall be given in writing to the Auction Agent, the Indenture Trustee and the Broker-Dealers immediately upon their respective calculation dates.

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“Non-Payment Rate” means One-Month LIBOR plus 1.50%.

“One-Month LIBOR”, “Two-Month LIBOR”, “Three-Month LIBOR”, “Six-Month LIBOR” or “One-Year LIBOR” means the rate per annum for London Interbank Offered Rates on U.S. dollar deposits as it appears on Telerate Page 3750 as of 11:00 a.m., London Time for the Applicable LIBOR Rate, as determined by the Auction Agent or Indenture Trustee, as applicable, on the related LIBOR Determination Date. If such a day is not a business day in London, the most recently fixed London Interbank Offered Rates on U.S. dollar deposits for the Applicable LIBOR Rate shall be used. The LIBOR Determination Date will be the second business day before the beginning of each Accrual Period. If this rate does not appear on Telerate Page 3750, the rate for that day will be determined on the basis of the rates at which deposits in U.S. dollars, having the relevant maturity and in a principal amount of not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the London interbank market by four major banks selected by the Auction Agent or the Indenture Trustee. The Auction Agent or the Indenture Trustee will require the principal London office of each bank to provide a quotation of its rate. If the banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Auction Agent or the Indenture Trustee, at approximately 11:00 a.m., New York time, on that LIBOR Determination Date, for loans in U.S. Dollars to leading European banks having the relevant maturity and in a principal amount of not less than U.S. $1,000,000. If the banks selected as described above are not providing quotations, the Applicable LIBOR Rate in effect for the applicable Accrual Period will be the Applicable LIBOR Rate in effect for the previous Accrual Period. All percentages resulting from such calculations shall be rounded upwards, if necessary, to the nearest one-hundredth of one percent.

“Order” has the meaning set forth in Section 2.02(a)(i)(A) of this Appendix B.

“Payment Date” means, initially with respect to each Series of the Auction Rate Notes, the applicable Initial Payment Dates and, thereafter (a) so long as a Series of the Auction Rate Notes bears interest at an Auction Note Interest Rate for an Interest Period of not greater than 90 days, the Business Day immediately following the expiration of the related Auction Period thereafter and (b) if and for so long as a Series of Auction Rate Notes bears interest at an Auction Note Interest Rate for an Interest Period of greater than 90 days, (i) the 15th day of each March, June, September and December unless any March 15, June 15, September 15 or December 15 is not a Business Day, then the Payment Date will be the next Business Day, and (ii) the Business Day immediately following the expiration of the Auction Period for that Series of Auction Rate Notes.

“Payment Default” means, with respect to the Auction Rate Notes, (a) a default in the due and punctual payment of any installment of interest on such Auction Rate Notes, or (b) a default in the due and punctual payment of any interest on and principal of such Auction Rate Notes at their maturity.

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“Potential Owner” means any Person (including an Existing Owner that is (a) a Broker-Dealer when dealing with the Auction Agent and (b) a potential beneficial owner when dealing with a Broker-Dealer) who may be interested in acquiring Auction Rate Notes (or, in the case of an Existing Owner thereof, an additional principal amount of Auction Rate Notes).

“Program Expense Percentage” means, the percentage that all Program Expenses (other than Consolidation Loan rebate fees) estimated for the next 12 months represent of the outstanding principal balance of the Financed Student Loans, which as of the Closing Date is 0.50%, and which the Administrator shall calculate on the last day of each calendar quarter. Any adjustment in the Program Expense Percentage shall be effective beginning on the first Interest Rate Determination Date following each such calculation.

“Sell Order” has the meaning set forth in Section 2.02(a)(i)(A) of this Appendix B.

“Submission Deadline” means 1:00 p.m., eastern time, on any Auction Date or such other time on any Auction Date by which the Broker-Dealers are required to submit Orders to the Auction Agent as specified by the Auction Agent from time to time.

“Submitted Bid” has the meaning set forth in Section 2.02(a)(iii)(A) of this Appendix B.

“Submitted Hold Order” has the meaning set forth in Section 2.02(a)(iii)(A) of this Appendix B.

“Submitted Order” has the meaning set forth in Section 2.02(a)(iii)(A) of this Appendix B.

“Submitted Sell Order” has the meaning set forth in Section 2.02(a)(iii)(A) of this Appendix B.

“Substitute Auction Agent” means the Person with whom the Issuer and the Indenture Trustee enter into a Substitute Auction Agent Agreement.

“Substitute Auction Agent Agreement” means an auction agent agreement containing terms substantially similar to the terms of the Initial Auction Agent Agreement, whereby a Person having the qualifications required by Section 2.02(e) of this Appendix B agrees with the Indenture Trustee and the Issuer to perform the duties of the Auction Agent under this Appendix B.

“Sufficient Bids” has the meaning set forth in Section 2.02(a)(iii)(A) of this Appendix B.

ARTICLE II

TERMS AND ISSUANCE

Section 2.01 Auction Rate and Carry-over Amounts. During the Initial Period, each Series of Auction Rate Notes shall bear interest at the Initial Rate for such Series. Thereafter, and

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except with respect to an Auction Period Adjustment, the Auction Rate Notes shall bear interest at an Auction Note Interest Rate based on a 28-day Auction Period for the Auction Rate Notes, as determined pursuant to this Section 2.01 and Section 2.02 of this Appendix B.

For the Auction Rate Notes during the Initial Period and each Auction Period thereafter, interest at the applicable Auction Note Interest Rate shall accrue daily and shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days.

The Auction Note Interest Rate to be borne by the Auction Rate Notes after such Initial Period for each Auction Period until an Auction Period Adjustment, if any, shall be determined as described below. Each such Auction Period after the Initial Period shall commence on and include the day following the expiration of the immediately preceding Auction Period and terminate on and include the fifth Business Day of the following fourth week in the case of the Series A-4 Notes, the Series A-5 Notes, the Series A-6 Notes and the Series B-1 Notes; provided, however, that in the case of the Auction Period that immediately follows the Initial Period for the Auction Rate Notes, such Auction Period shall commence on the Initial Rate Adjustment Date. The Auction Note Interest Rate of the Auction Rate Notes for each Auction Period shall be the Auction Rate in effect for such Auction Period as determined in accordance with Section 2.02(a) of this Appendix B; provided that, if on any Interest Rate Determination Date, an Auction is not held for any reason, the following Business Day shall be considered the Interest Rate Determination Date and an Auction is to be held on such date. If an Auction is not held for any reason on such date, then the Auction Note Interest Rate on such Auction Rate Notes for the next succeeding Auction Period shall be the applicable Cap Rate.

Notwithstanding the foregoing:

(a) if the ownership of an Auction Rate Note is no longer maintained in Book-entry Form, the Auction Note Interest Rate on the Auction Rate Notes for any Interest Period commencing after the delivery of certificates representing Auction Rate Notes pursuant to the Indenture shall equal the Cap Rate; or

(b) if a Payment Default shall have occurred, the Auction Note Interest Rate on the Auction Rate Notes for the Interest Period commencing on or immediately after such Payment Default, and for each Interest Period thereafter, to and including the Interest Period, if any, during which, or commencing less than two Business Days after, such Payment Default is cured, shall equal the applicable Non-Payment Rate on the first day of each such Interest Period.

In accordance with Section 2.02(a)(iii)(B) and (C) of this Appendix B, the Auction Agent shall promptly give written notice to the Indenture Trustee and the Issuer of each Auction Note Interest Rate (unless the Auction Note Interest Rate is the applicable Non-Payment Rate) and the Maximum Rate when such rate is not the Auction Note Interest Rate, applicable to the Auction Rate Notes. The Indenture Trustee shall, upon request, notify the Noteholders and the Issuer of Auction Rate Notes of the applicable Auction Note Interest Rate applicable to such Auction Rate Notes for each Auction Period not later than the third Business Day of such Auction Period. Notwithstanding any other provision of the Auction Rate Notes or the Indenture and except for

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the occurrence of a Payment Default, interest payable on the Auction Rate Notes for an Auction Period shall never exceed for such Auction Period the amount of interest payable at the applicable Maximum Rate in effect for such Auction Period.

If the Auction Rate for the Auction Rate Notes is greater than the Net Loan Rate, then the Auction Note Interest Rate applicable to such Auction Rate Notes for that Interest Period will be the Net Loan Rate and the Issuer shall determine the Carry-over Amount, if any, with respect to such Auction Rate Notes for such Interest Period.

Such Carry-over Amount shall bear interest calculated at a rate equal to One-Month LIBOR (as determined by the Indenture Trustee) from the Payment Date for the Interest Period with respect to which such Carry-over Amount was calculated, until paid. Any payment in respect of Carry-over Amount shall be applied, first, to any accrued interest payable thereon and, second, in reduction of such Carry-over Amount. For purposes of the Indenture and this Appendix B, any reference to “principal” or “interest” herein shall not include within the meaning of such words Carry-over Amount or any interest accrued on any such Carry-over Amount. Such Carry-over Amount shall be separately calculated for each Auction Rate Note by the Issuer during such Interest Period in sufficient time for the Indenture Trustee to give notice to each Noteholder of such Carry-over Amount as required in the next succeeding sentence. Not less than four days before the Payment Date for an Interest Period with respect to which such Carry-over Amount has been calculated by the Issuer, the Indenture Trustee shall give written notice to each Noteholder, the Auction Agent and the Issuer, in the form provided by the Issuer, of the Carry-over Amount applicable to each Auction Rate Note, which written notice may accompany the payment of interest made to the Noteholder on such Payment Date. Such notice shall state, in addition to such Carry-over Amount, that, unless and until an Auction Rate Note has been redeemed (other than by optional redemption), after which all accrued Carry-over Amounts (and all accrued interest thereon) that remains unpaid shall be canceled and no Carry-over Amount (and interest accrued thereon) shall be paid with respect to such Auction Rate Note, (a) the Carry-over Amount (and interest accrued thereon calculated at a rate equal to One-Month LIBOR) shall be paid by the Indenture Trustee pursuant to an Issuer Order on an Auction Rate Note on the earliest of (i) the date of defeasance of any of the Auction Rate Notes or (ii) the first occurring Payment Date with respect to the Auction Rate Note (or on the date of any such optional redemption) if and to the extent that (A) the Eligible Carry-over Make-up Amount with respect to such subsequent Interest Period is greater than zero, and (B) moneys are available pursuant to the terms of the Indenture in an amount sufficient to pay all or a portion of such Carry-over Amount (and interest accrued thereon), and (b) interest shall accrue on the Carry-over Amount at a rate equal to One-Month LIBOR until such Carry-over Amount is paid in full or is cancelled.

The Carry-over Amount (and interest accrued thereon) for Auction Rate Notes shall be paid by the Indenture Trustee pursuant to an Issuer Order on Outstanding Auction Rate Notes on the earliest of (a) the date of defeasance of any of the Auction Rate Notes or (b) the first occurring Payment Date if and to the extent that (i) the Eligible Carry-over Make-up Amount with respect to such Interest Period is greater than zero, and (ii) on such Payment Date there are sufficient moneys in the Collection Account to pay all interest due on the Auction Rate Notes on such Payment Date, to redeem any Auction Rate Notes required to be redeemed on such

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Payment Date in accordance with the Indenture and to fund amounts required to be added to the Reserve Account on such Payment Date. Any Carry-over Amount (and any interest accrued thereon) on any Auction Rate Note that is due and payable on a Payment Date, which Auction Rate Note is to be redeemed (other than by optional redemption) on said Payment Date, shall be paid to the Noteholder thereof on said Payment Date to the extent that moneys are available therefor in accordance with the provisions of this Appendix B; provided, however, that any Carry-over Amount (and any interest accrued thereon) that is not yet due and payable on said Payment Date shall be cancelled with respect to said Auction Rate Note that is to be redeemed (other than by optional redemption) on said Payment Date and shall not be paid on any succeeding Payment Date. To the extent that any portion of the Carry-over Amount (and any interest accrued thereon) remains unpaid after payment of a portion thereof, such unpaid portion shall be paid in whole or in part as required hereunder until fully paid by the Indenture Trustee on the earliest of (a) the date of defeasance of any of the Auction Rate Notes or (b) the next occurring Payment Date or Dates, as necessary, if and to the extent that the conditions in the second preceding sentence are satisfied. On any Payment Date on which the Indenture Trustee pays only a portion of the Carry-over Amount (and any interest accrued thereon) on Auction Rate Notes, the Indenture Trustee shall give written notice in the manner set forth in the immediately preceding paragraph to the Noteholder of such Auction Rate Note receiving such partial payment of the Carry-over Amount remaining unpaid on such Auction Rate Note.

The Payment Date or other date on which such Carry-over Amount (or any interest accrued thereon) for Auction Rate Notes shall be paid shall be determined by the Indenture Trustee in accordance with the provisions of the immediately preceding paragraph and the Indenture, and the Indenture Trustee shall make payment of the Carry-over Amount (and any interest accrued thereon) in the same manner as, and from the same Trust Account from which, it pays interest on the Auction Rate Notes on a Payment Date. Any payment of Carry-over Amounts (and interest accrued thereon) shall reduce the amount of Eligible Carry-over Make-up Amount.

In the event that the Auction Agent no longer determines, or fails to determine, when required, the Auction Note Interest Rate with respect to Auction Rate Notes, or, if for any reason such manner of determination shall be held to be invalid or unenforceable, the Auction Note Interest Rate for the next succeeding Interest Period, which Interest Period shall be an Auction Period, for Auction Rate Notes shall be the applicable Cap Rate as determined by the Auction Agent for such next succeeding Auction Period, and if the Auction Agent shall fail or refuse to determine the Cap Rate, the Cap Rate shall be determined by the securities dealer appointed by the Issuer capable of making such a determination in accordance with the provisions of this Appendix B and written notice of such determination shall be given by such securities dealer to the Indenture Trustee.

Section 2.02 Auction Rate.

(a) Determining the Auction Rate. By purchasing Auction Rate Notes, whether in an Auction or otherwise, each purchaser of Auction Rate Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (x) to participate in Auctions on the terms described herein, (y) to have its beneficial ownership of the Auction Rate Notes maintained at all

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times in Book-entry Form for the account of its Participant, which in turn will maintain records of such beneficial ownership, and (z) to authorize such Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request.

So long as the ownership of Auction Rate Notes is maintained in Book-entry Form by the Securities Depository, an Existing Owner may sell, transfer or otherwise dispose of Auction Rate Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Auction Rate Notes through a Broker-Dealer; provided that, in the case of all transfers other than pursuant to Auctions, such Existing Owner, its Broker-Dealer or its Participant advises the Auction Agent of such transfer.

Auctions shall be conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the following manner:

(i) (A) Prior to the Submission Deadline on each Auction Date;

(1) each Existing Owner of Auction Rate Notes may submit to a Broker-Dealer by telephone or otherwise any information as to:

a. the principal amount of Outstanding Auction Rate Notes, if any, owned by such Existing Owner that such Existing Owner desires to continue to own without regard to the Auction Note Interest Rate for the next succeeding Auction Period;

b. the principal amount of Outstanding Auction Rate Notes, if any, that such Existing Owner offers to sell if the Auction Note Interest Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Owner; and/or

c. the principal amount of Outstanding Auction Rate Notes, if any, owned by such Existing Owner that such Existing Owner offers to sell without regard to the Auction Note Interest Rate for the next succeeding Auction Period;

and

(2) one or more Broker-Dealers may contact Potential Owners to determine the principal amount of Auction Rate Notes that each Potential Owner offers to purchase, if the Auction Note Interest Rate for the next succeeding Auction Period shall not be less than the rate per annum specified by such Potential Owner.

The statement of an Existing Owner or a Potential Owner referred to in (1) or (2) of this paragraph (A) is herein referred to as an “Order,” and each Existing Owner and each Potential Owner placing an Order is herein referred to as a “Bidder”; an Order described in clause (1)a. is

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herein referred to as a “Hold Order”; an Order described in clauses (1)b. and (2) is herein referred to as a “Bid”; and an Order described in clause (1)c. is herein referred to as a “Sell Order.”

(B) (1) Subject to the provisions of Section 2.02(a)(ii) of this Appendix B, a Bid by an Existing Owner shall constitute an irrevocable offer to sell:

a. the principal amount of Outstanding Auction Rate Notes specified in such Bid if the Auction Note Interest Rate determined as provided in this Section 2.02(a) shall be less than the rate specified therein; or

b. such principal amount, or a lesser principal amount of Outstanding Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(A)(4) of this Appendix B, if the Auction Note Interest Rate determined as provided in this Section 2.02(a) shall be equal to the rate specified therein; or

c. such principal amount, or a lesser principal amount of Outstanding Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(B)(3) of this Appendix B, if the rate specified therein shall be higher than the applicable Maximum Rate and Sufficient Bids have not been made.

(2) Subject to the provisions of Section 2.02(a)(ii) of this Appendix B, a Sell Order by an Existing Owner shall constitute an irrevocable offer to sell:

a. the principal amount of Outstanding Auction Rate Notes specified in such Sell Order; or

b. such principal amount, or a lesser principal amount of Outstanding Auction Rate Notes set forth in Section 2.02(a)(iv)(B)(3) of this Appendix B, if Sufficient Bids have not been made.

(3) Subject to the provisions of Section 2.02(a)(ii) of this Appendix B, a Bid by a Potential Owner shall constitute an irrevocable offer to purchase:

a. the principal amount of Outstanding Auction Rate Notes specified in such Bid if the Auction Note Interest Rate determined as provided in this Section 2.02(a) shall be higher than the rate specified in such Bid; or

b. such principal amount, or a lesser principal amount of Outstanding Auction Rate Notes set forth in Section 2.02(a)(iv)(A)(5) of this Appendix B, if the Auction Note Interest Rate determined as provided in this Section 2.02(a) shall be equal to the rate specified in such Bid.

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(ii) (A) Each Broker-Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer and shall specify with respect to each such Order:

(1) the name of the Bidder placing such Order;

(2) the aggregate principal amount of Auction Rate Notes that are the subject of such Order;

(3) to the extent that such Bidder is an Existing Owner:

a. the principal amount of Auction Rate Notes, if any, subject to any Hold Order placed by such Existing Owner;

b. the principal amount of Auction Rate Notes, if any, subject to any Bid placed by such Existing Owner and the rate specified in such Bid; and

c. the principal amount of Auction Rate Notes, if any, subject to any Sell Order placed by such Existing Owner;

and

(4) to the extent such Bidder is a Potential Owner, the rate specified in such Potential Owner’s Bid.

(B) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next higher one thousandth of 1%.

(C) If an Order or Orders covering all Outstanding Auction Rate Notes owned by an Existing Owner is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Owner covering the principal amount of Outstanding Auction Rate Notes owned by such Existing Owner and not subject to an Order submitted to the Auction Agent.

(D) Neither the Issuer, the Indenture Trustee nor the Auction Agent shall be responsible for any failure of a Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Owner or Potential Owner.

(E) If any Existing Owner submits through a Broker-Dealer to the Auction Agent one or more Orders covering in the aggregate more than the principal amount of Outstanding Auction Rate Notes owned by such Existing

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Owner, such Orders shall be considered valid as follows and in the following order of priority:

(1) All Hold Orders shall be considered valid, but only up to the aggregate principal amount of Outstanding Auction Rate Notes owned by such Existing Owner, and if the aggregate principal amount of Auction Rate Notes subject to such Hold Orders exceeds the aggregate principal amount of Auction Rate Notes owned by such Existing Owner, the aggregate principal amount of Auction Rate Notes subject to each such Hold Order shall be reduced pro rata so that the aggregate principal amount of Auction Rate Notes subject to such Hold Order equals the aggregate principal amount of Outstanding Auction Rate Notes owned by such Existing Owner.

(2) a. Any Bid shall be considered valid up to an amount equal to the excess of the principal amount of Outstanding Auction Rate Notes owned by such Existing Owner over the aggregate principal amount of Auction Rate Notes subject to any Hold Order referred to in clause (A) of this paragraph (ii);

b. subject to subclause (2)a. of this clause (E), if more than one Bid with the same rate is submitted on behalf of such Existing Owner and the aggregate principal amount of Outstanding Auction Rate Notes subject to such Bids is greater than such excess, such Bids shall be considered valid up to an amount equal to such excess;

c. subject to subclauses (2)a. and (2)b. of this clause (E), if more than one Bid with different rates are submitted on behalf of such Existing Owner, such Bids shall be considered valid first in the ascending order of their respective rates until the highest rate is reached at which such excess exists and then at such rate up to the amount of such excess; and

d. in any such event, the amount of Outstanding Auction Rate Notes, if any, subject to Bids not valid under this clause (E) shall be treated as the subject of a Bid by a Potential Owner at the rate therein specified; and

(3) All Sell Orders shall be considered valid up to an amount equal to the excess of the principal amount of Outstanding Auction Rate Notes owned by such Existing Owner over the aggregate principal amount of Auction Rate Notes subject to Hold Orders referred to in clause (1) of this paragraph (E) and valid Bids referred to in clause (2) of this paragraph (E).

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(F) If more than one Bid for Auction Rate Notes is submitted on behalf of any Potential Owner, each Bid submitted shall be a separate Bid with the rate and principal amount therein specified.

(G) An Existing Owner that offers to purchase additional Auction Rate Notes is, for purposes of such offer, treated as a Potential Owner.

(H) Any Bid or Sell Order submitted by an Existing Owner covering an aggregate principal amount of Auction Rate Notes not equal to an Authorized Denomination shall be rejected and shall be deemed a Hold Order. Any Bid submitted by a Potential Owner covering an aggregate principal amount of Auction Rate Notes not equal to an Authorized Denomination shall be rejected.

(I) Any Bid specifying a rate higher than the applicable Maximum Rate will (1) be treated as a Sell Order if submitted by an Existing Owner and (2) not be accepted if submitted by a Potential Owner.

(J) Any Order submitted in an Auction by a Broker-Dealer to the Auction Agent prior to the Submission Deadline on any Auction Date shall be irrevocable.

(iii) (A) Not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being herein referred to individually as a “Submitted Hold Order,” a “Submitted Bid” or a “Submitted Sell Order,” as the case may be, or as a “Submitted Order,” and collectively as “Submitted Hold Orders,” “Submitted Bids” or “Submitted Sell Orders,” as the case may be, or as “Submitted Orders”) and shall determine:

(1) the excess of the total principal amount of Outstanding Auction Rate Notes over the sum of the aggregate principal amount of Outstanding Auction Rate Notes subject to Submitted Hold Orders (such excess being herein referred to as the “Available Auction Rate Notes”), and

(2) from the Submitted Orders whether:

a. the aggregate principal amount of Outstanding Auction Rate Notes subject to Submitted Bids by Potential Owners specifying one or more rates equal to or lower than the applicable Maximum Rate;

exceeds or is equal to the sum of:

b. the aggregate principal amount of Outstanding Auction Rate Notes subject to Submitted Bids by Existing Owners

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specifying one or more rates higher than the applicable Maximum Rate; and

c. the aggregate principal amount of Outstanding Auction Rate Notes subject to Submitted Sell Orders;

(in the event such excess or such equality exists, other than because all of the Outstanding Auction Rate Notes are subject to Submitted Hold Orders, such Submitted Bids described in subclause a. above shall be referred to collectively as “Sufficient Bids”); and

(3) if Sufficient Bids exist, the “Bid Auction Rate”, which shall be the lowest rate specified in such Submitted Bids such that if:

a. (x) each Submitted Bid from Existing Owners specifying such lowest rate and (y) all other Submitted Bids from Existing Owners specifying lower rates were rejected, thus entitling such Existing Owners to continue to own the principal amount of Auction Rate Notes subject to such Submitted Bids; and

b. (x) each such Submitted Bid from Potential Owners specifying such lowest rate and (y) all other Submitted Bids from Potential Owners specifying lower rates were accepted;

the result would be that such Existing Owners described in subclause a. above would continue to own an aggregate principal amount of Outstanding Auction Rate Notes that, when added to the aggregate principal amount of Outstanding Auction Rate Notes to be purchased by such Potential Owners described in subclause b. above, would equal not less than the Available Auction Rate Notes.

(B) Promptly after the Auction Agent has made the determinations pursuant to Section 2.02(a)(iii)(A) of this Appendix B, the Auction Agent shall advise the Indenture Trustee, the Broker-Dealers and the Issuer of the Net Loan Rate, Maximum Rate and the All Hold Rate and the components thereof on the Auction Date. Based on such determinations, the Auction Rate for the next succeeding Interest Period will be established as follows:

(1) if Sufficient Bids exist, that the Auction Rate for the next succeeding Interest Period shall be equal to the Bid Auction Rate so determined;

(2) if Sufficient Bids do not exist (other than because all of the Outstanding Auction Rate Notes are subject to Submitted Hold Orders), that the Auction Rate for the next succeeding Interest Period shall be equal to the applicable Maximum Rate; or

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(3) if all Outstanding Auction Rate Notes are subject to Submitted Hold Orders, that the Auction Rate for the next succeeding Interest Period shall be equal to the applicable All Hold Rate.

(C) Promptly after the Auction Agent has determined the Auction Rate, the Auction Agent shall determine and advise the Indenture Trustee of the Auction Note Interest Rate, which rate shall be the lesser of (x) the Auction Rate and (y) the applicable Maximum Rate.

(iv) Existing Owners shall continue to own the principal amount of Auction Rate Notes that are subject to Submitted Hold Orders. If the Net Loan Rate is equal to or greater than the Bid Auction Rate and if Sufficient Bids have been received by the Auction Agent, the Bid Auction Rate will be the Auction Note Interest Rate, and Submitted Bids and Submitted Sell Orders will be accepted or rejected and the Auction Agent will take such other action as described below in subparagraph (A).

If the Maximum Rate is less than the Auction Rate, the Maximum Rate will be the Auction Note Interest Rate. If the Auction Agent has not received Sufficient Bids (other than because all of the Outstanding Auction Rate Notes are subject to Submitted Hold Orders), the Auction Note Interest Rate will be the applicable Maximum Rate. In any of the cases described above, Submitted Orders will be accepted or rejected and the Auction Agent will take such other action as described below in subparagraph (B).

(A) If Sufficient Bids have been made and the Maximum Rate is equal to or greater than the Bid Auction Rate (in which case the Auction Note Interest Rate shall be the Bid Auction Rate), all Submitted Sell Orders shall be accepted and, subject to the provisions of clauses (4) and (5) of this Section 2.02(a)(iv), Submitted Bids shall be accepted or rejected as follows in the following order of priority, and all other Submitted Bids shall be rejected:

(1) Existing Owners’ Submitted Bids specifying any rate that is higher than the Auction Note Interest Rate shall be accepted, thus requiring each such Existing Owner to sell the aggregate principal amount of Auction Rate Notes subject to such Submitted Bids;

(2) Existing Owners’ Submitted Bids specifying any rate that is lower than the Auction Note Interest Rate shall be rejected, thus entitling each such Existing Owner to continue to own the aggregate principal amount of Auction Rate Notes subject to such Submitted Bids;

(3) Potential Owners’ Submitted Bids specifying any rate that is lower than the Auction Note Interest Rate shall be accepted;

(4) Each Existing Owners’ Submitted Bid specifying a rate that is equal to the Auction Note Interest Rate shall be rejected, thus entitling

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such Existing Owner to continue to own the aggregate principal amount of Auction Rate Notes subject to such Submitted Bid, unless the aggregate principal amount of Outstanding Auction Rate Notes subject to all such Submitted Bids shall be greater than the principal amount of Auction Rate Notes (the “remaining principal amount”) equal to the excess of the Available Auction Rate Notes over the aggregate principal amount of Auction Rate Notes subject to Submitted Bids described in clauses (2) and (3) of this Section 2.02(a)(iv)(A), in which event such Submitted Bid of such Existing Owner shall be rejected in part, and such Existing Owner shall be entitled to continue to own the principal amount of Auction Rate Notes subject to such Submitted Bid, but only in an amount equal to the aggregate principal amount of Auction Rate Notes obtained by multiplying the remaining principal amount by a fraction, the numerator of which shall be the principal amount of Outstanding Auction Rate Notes owned by such Existing Owner subject to such Submitted Bid and the denominator of which shall be the sum of the principal amount of Outstanding Auction Rate Notes subject to such Submitted Bids made by all such Existing Owners that specified a rate equal to the Auction Note Interest Rate, subject to the provisions of Section 2.02(a)(iv)(D) of this Appendix B; and

(5) Each Potential Owner’s Submitted Bid specifying a rate that is equal to the Auction Note Interest Rate shall be accepted, but only in an amount equal to the principal amount of Auction Rate Notes obtained by multiplying the excess of the aggregate principal amount of Available Auction Rate Notes over the aggregate principal amount of Auction Rate Notes subject to Submitted Bids described in clauses (2), (3) and (4) of this Section 2.02(a)(iv)(A) by a fraction the numerator of which shall be the aggregate principal amount of Outstanding Auction Rate Notes subject to such Submitted Bid and the denominator of which shall be the sum of the principal amount of Outstanding Auction Rate Notes subject to Submitted Bids made by all such Potential Owners that specified a rate equal to the Auction Note Interest Rate, subject to the provisions of Section 2.02(a)(iv)(D) of this Appendix B.

(B) If Sufficient Bids have not been made (other than because all of the Outstanding Auction Rate Notes are subject to submitted Hold Orders), or if the Maximum Rate is less than the Bid Auction Rate (in which case the Auction Note Interest Rate shall be the Maximum Rate), subject to the provisions of Section 2.02(a)(iv)(D) of this Appendix B, Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected:

(1) Existing Owners’ Submitted Bids specifying any rate that is equal to or lower than the Auction Note Interest Rate shall be rejected,

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thus entitling such Existing Owners to continue to own the aggregate principal amount of Auction Rate Notes subject to such Submitted Bids;

(2) Potential Owners’ Submitted Bids specifying (x) any rate that is equal to or lower than the Auction Note Interest Rate shall be accepted and (y) any rate that is higher than the Auction Note Interest Rate shall be rejected; and

(3) each Existing Owner’s Submitted Bid specifying any rate that is higher than the Auction Note Interest Rate and the Submitted Sell Order of each Existing Owner shall be accepted, thus entitling each Existing Owner that submitted any such Submitted Bid or Submitted Sell Order to sell the Auction Rate Notes subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the aggregate principal amount of Auction Rate Notes obtained by multiplying the aggregate principal amount of Auction Rate Notes subject to Submitted Bids described in clause (2)(x) of this Section 2.02(a)(iv)(B) by a fraction the numerator of which shall be the aggregate principal amount of Outstanding Auction Rate Notes owned by such Existing Owner subject to such submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate principal amount of Outstanding Auction Rate Notes subject to all such Submitted Bids and Submitted Sell Orders.

(C) If all Auction Rate Notes are subject to Submitted Hold Orders, all Submitted Bids shall be rejected.

(D) If, as a result of the procedures described in paragraph (A) or (B) of this Section 2.02(a)(iv), any Existing Owner would be entitled or required to sell, or any Potential Owner would be entitled or required to purchase, a principal amount of Auction Rate Notes that is not equal to an Authorized Denomination, the Auction Agent shall, in such manner as in its sole discretion it shall determine, round up or down the principal amount of Auction Rate Notes to be purchased or sold by any Existing Owner or Potential Owner so that the principal amount of Auction Rate Notes purchased or sold by each Existing Owner or Potential Owner shall be equal to an Authorized Denomination.

(E) If, as a result of the procedures described in paragraph (B) of this Section 2.02(a)(iv), any Potential Owner would be entitled or required to purchase less than an Authorized Denomination of Auction Rate Notes, the Auction Agent shall, in such manner as in its sole discretion it shall determine, allocate Auction Rate Notes for purchase among Potential Owners so that only Auction Rate Notes in Authorized Denominations are purchased by any Potential Owner, even if such allocation results in one or more of such Potential Owners not purchasing any Auction Rate Notes.

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(v) Based on the result of each Auction, the Auction Agent shall determine the aggregate principal amount of Auction Rate Notes to be purchased and the aggregate principal amount of Auction Rate Notes to be sold by Potential Owners and Existing Owners on whose behalf each Broker-Dealer submitted Bids or Sell Orders and, with respect to each Broker-Dealer, to the extent that such aggregate principal amount of Auction Rate Notes to be sold differs from such aggregate principal amount of Auction Rate Notes to be purchased, determine to which other Broker-Dealer or Broker-Dealers acting for one or more purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive, as the case may be, Auction Rate Notes.

(vi) Any calculation by the Auction Agent or the Indenture Trustee, as applicable, of the Auction Note Interest Rate, the Maximum Rate, the All Hold Rate, the Net Loan Rate and the Non-Payment Rate shall, in the absence of manifest error, be binding on all other parties.

(vii) Notwithstanding anything in this Appendix B to the contrary, (A) no Auction for the Auction Rate Notes for an Auction Period of less than 180 days will be held on any Auction Date hereunder on which there are insufficient moneys in the Collection Account to pay, or otherwise held by the Indenture Trustee under the Indenture and available to pay, the principal of and interest due on the Auction Rate Notes on the Payment Date immediately following such Auction Date, and (B) no Auction will be held on any Auction Date hereunder during the continuance of a Payment Default. The Indenture Trustee shall promptly notify the Auction Agent of any such occurrence.

(b) Application of Interest Payments for the Auction Rate Notes.

(i) The Indenture Trustee shall determine not later than 2:00 p.m., eastern time, on the Business Day next succeeding a Payment Date, whether a Payment Default has occurred. If a Payment Default has occurred, the Indenture Trustee shall, not later than 2:15 p.m., eastern time, on such Business Day, send a notice thereof in substantially the form of Exhibit D attached hereto to the Auction Agent by telecopy or similar means and, if such Payment Default is cured, the Indenture Trustee shall immediately send a notice in substantially the form of Exhibit E attached hereto to the Auction Agent by telecopy or similar means.

(ii) Not later than 2:00 p.m., eastern time, on each anniversary of the Closing Date, the Indenture Trustee shall pay to the Auction Agent, in immediately available funds out of amounts in the Collection Account, an amount equal to the Auction Agent Fee as set forth in the Auction Agent Agreement as set forth in the Servicer’s Report. Not later than 2:00 p.m., eastern time, on each Auction Date, the Indenture Trustee shall pay to the Auction Agent, in immediately available funds out of amounts in the Collection Account, an amount equal to the Broker-Dealer Fee as calculated in the Auction Agent Agreement. The Indenture Trustee shall, from time to time at the request of the Auction Agent and at the direction of an Authorized Officer, reimburse the Auction Agent for its

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reasonable expenses as provided in the Auction Agent Agreement, such expenses to be paid out of amounts in the Collection Account.

(c) Calculation of Maximum Rate, All Hold Rate, Net Loan Rate, Applicable LIBOR Rate, and Non-Payment Rate. The Auction Agent shall calculate the applicable Maximum Rate, Net Loan Rate, Applicable LIBOR Rate, and All Hold Rate, as the case may be, on each Auction Date and shall notify the Indenture Trustee and the Broker-Dealers of the applicable Maximum Rate, Net Loan Rate, Applicable LIBOR Rate, and All Hold Rate, as the case may be, as provided in the Auction Agent Agreement; provided, that if the ownership of the Auction Rate Notes is no longer maintained in Book-entry Form, or if a Payment Default has occurred, then the Indenture Trustee shall determine the applicable Maximum Rate, Net Loan Rate, Applicable LIBOR Rate, All Hold Rate and Non-Payment Rate for each such Interest Period. If the ownership of the Auction Rate Notes is no longer maintained in Book-entry Form by the Securities Depository, the Indenture Trustee shall calculate the applicable Maximum Rate and the Net Loan Rate on the Business Day immediately preceding the first day of each Interest Period after the delivery of certificates representing the Auction Rate Notes pursuant to the Indenture. If a Payment Default shall have occurred, the Indenture Trustee shall calculate the Non-Payment Rate on the Interest Rate Determination Date for (i) each Interest Period commencing after the occurrence and during the continuance of such Payment Default and (ii) any Interest Period commencing less than two Business Days after the cure of any Payment Default. The determination by the Indenture Trustee or the Auction Agent, as the case may be, of the applicable Maximum Rate, Net Loan Rate, Applicable LIBOR Rate, All Hold Rate and Non-Payment Rate shall (in the absence of manifest error) be final and binding upon all parties. If calculated or determined by the Auction Agent, the Auction Agent shall promptly advise the Indenture Trustee of the applicable Maximum Rate, Net Loan Rate, Applicable LIBOR Rate, and All Hold Rate.

(d) Notification of Rates, Amounts and Payment Dates.

(i) By 12:00 noon, eastern time, on the Business Day following each Record Date, the Indenture Trustee shall determine the aggregate amounts of interest distributable on the next succeeding Payment Date to the beneficial owners of Auction Rate Notes.

(ii) At least four days prior to any Payment Date, the Indenture Trustee shall:

(A) confirm with the Auction Agent, so long as no Payment Default has occurred and is continuing and the ownership of the Auction Rate Notes is maintained in Book-entry Form by the Securities Depository, (1) the date of such next Payment Date and (2) the amount payable to the Auction Agent on the Auction Date pursuant to Section 2.02(b)(ii) of this Appendix B; and

(B) advise the Securities Depository, so long as the ownership of the Auction Rate Notes is maintained in Book-entry Form by the Securities Depository, upon request, of the aggregate amount of interest distributable on

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such next Payment Date to the beneficial owners of each Series of the Auction Rate Notes.

If any day scheduled to be a Payment Date shall be changed after the Indenture Trustee shall have given the notice or confirmation referred to in clause (i) of the preceding sentence, the Indenture Trustee shall, not later than 11:15 a.m., eastern time, on the Business Day next preceding the earlier of the new Payment Date or the old Payment Date, by such means as the Indenture Trustee deems practicable, give notice of such change to the Auction Agent, so long as no Payment Default has occurred and is continuing and the ownership of the Auction Rate Notes is maintained in Book-entry Form by the Securities Depository.

(e) Auction Agent.

(i) Deutsche Bank Trust Company Americas is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Indenture Trustee and the Issuer will, and the Indenture Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Deutsche Bank Trust Company Americas, as the Initial Auction Agent. Any Substitute Auction Agent shall be (A) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (B) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix B by giving at least 90 days’ notice to the Indenture Trustee, each Broker-Dealer and the Issuer. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer or by the holders of a majority of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Noteholders, by an instrument signed by such Noteholders or their attorneys and filed with the Auction Agent, the Issuer and the Indenture Trustee upon at least 90 days’ written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Indenture Trustee, each Broker-Dealer and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

(ii) If the Auction Agent shall resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any

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other reason, the Indenture Trustee at the direction of an Authorized Officer, shall use its best efforts to appoint a Substitute Auction Agent.

(iii) The Auction Agent is acting as agent for the Issuer in connection with Auctions. In the absence of bad faith, negligent failure to act or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted or any error of judgment made by it in the performance of its duties under the Auction Agent Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts.

(f) Broker-Dealers.

(i) The Auction Agent will enter into a Broker-Dealer Agreement with Citigroup Global Markets Inc., as the sole initial Broker-Dealer for the Series A-4 Notes, the Series A-5 Notes, the Series A-6 Notes and the Series B-1 Notes. An Authorized Officer may, from time to time, approve one or more additional Persons to serve as a Broker-Dealer under the Broker-Dealer Agreements and shall be responsible for providing such Broker-Dealer Agreements to the Indenture Trustee and the Auction Agent.

(ii) Any Broker-Dealer may be removed at any time, at the request of an Authorized Officer, but there shall, at all times, be at least one Broker-Dealer appointed and acting as such.

(g) Changes in Auction Period or Periods and Certain Percentages.

(i) While any of the Auction Rate Notes are Outstanding, the Issuer may, from time to time, change the length of one or more Auction Periods (an “Auction Period Adjustment”), to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period and the interest rate borne by the Auction Rate Notes. The Issuer shall not initiate an Auction Period Adjustment unless it shall have received the written consent of the Market Agent, which consent shall not be unreasonably withheld, not later than nine days prior to the Auction Date for such Auction Period. The Issuer shall not initiate an Auction Period Adjustment that would result in an Auction Period longer than 120 days unless it shall have received a Rating Confirmation regarding that Auction Period Adjustment. The Issuer shall initiate the Auction Period Adjustment by giving written notice by Issuer Order to the Indenture Trustee, the Auction Agent, the Market Agent, each Broker-Dealer, each Rating Agency and the Securities Depository in substantially the form of, or containing substantially the information contained in, Exhibit F attached hereto at least 10 days prior to the Auction Date for such Auction Period.

(ii) Any such adjusted Auction Period shall not be less than one day nor more than 366 days.

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Indenture of Trust

(iii) An Auction Period Adjustment shall take effect only if (A) the Indenture Trustee and the Auction Agent receive, by 11:00 a.m., eastern time, on the Business Day before the Auction Date for the first such Auction Period, an Issuer Certificate in substantially the form attached as, or containing substantially the same information contained in, Exhibit G attached hereto, authorizing the Auction Period Adjustment specified in such certificate along with a copy of the written consent of the Market Agent and, (B) Sufficient Bids exist as of the Auction on the Auction Date for such first Auction Period. If the condition referred to in (A) above is not met, the applicable Auction Note Interest Rate for the next Auction Period shall be determined pursuant to the above provisions of this Section 2.02 and the Auction Period shall be the Auction Period determined without reference to the proposed change. If the condition referred to in (A) is met but the condition referred in (B) above is not met, the applicable Auction Note Interest Rate for the next Auction Period shall be the applicable Maximum Rate and the Auction Period shall be the Auction Period determined without reference to the proposed change.

In connection with any Auction Period Adjustment, the Auction Agent shall provide such further notice to such parties as is specified in Section 2.03 of the Auction Agent Agreement.

(h) Changes in the Auction Date. The Market Agent, with the written consent of the Administrator on behalf of the Issuer, may specify a different Auction Date (but in no event more than five Business Days earlier than the Auction Date that would otherwise be determined in accordance with the definition of “Auction Date” in Section 1.01 of this Appendix B) with respect to one or more specified Auction Periods to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the day of the week constituting an Auction Date and the interest rate borne on the Auction Rate Notes. The Market Agent shall deliver a written request for consent to such change in the Auction Date to the Administrator at least 14 days prior to the effective date of such change. If the Administrator shall have delivered such written consent to the Market Agent, the Market Agent shall provide notice of its determination to specify an earlier Auction Date for one or more Auction Periods by means of a written notice delivered at least 10 days prior to the proposed changed Auction Date to the Indenture Trustee, the Auction Agent, the Issuer, the Administrator, each Rating Agency and the Securities Depository. Such notice shall be substantially in the form of, or contain substantially the information contained in, Exhibit H attached hereto.

In connection with any change described in this Section 2.02(h), the Auction Agent shall provide such further notice to such parties as is specified in Section 2.03 of the Auction Agent Agreement.

Section 2.03 Additional Provisions Regarding the Interest Rates on the Auction Rate Notes. The determination of an Auction Note Interest Rate by the Auction Agent or any other Person pursuant to the provisions of the applicable Section of this Article II shall be conclusive and binding on the Noteholders of the Auction Rate Notes to which such Auction Note Interest Rate applies, and the Issuer and the Indenture Trustee may rely thereon for all purposes.

B-24

Indenture of Trust

In no event shall the cumulative amount of interest paid or payable on the Auction Rate Notes (including interest calculated as provided herein, plus any other amounts that constitute interest on the Auction Rate Notes under applicable law and are contracted for, charged, reserved, taken or received pursuant to the Auction Rate Notes or related documents) calculated from the Closing Date of the Auction Rate Notes through any subsequent day during the term of the Auction Rate Notes or otherwise prior to payment in full of the Auction Rate Notes exceed the amount permitted by applicable law. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under the Auction Rate Notes or related documents or otherwise contracted for, charged, reserved, taken or received in connection with the Auction Rate Notes, or if the redemption or acceleration of the maturity of the Auction Rate Notes results in payment to or receipt by the Noteholder or any former Noteholder of the Auction Rate Notes of any interest in excess of that permitted by applicable law, then, notwithstanding any provision of the Auction Rate Notes or related documents to the contrary, all excess amounts theretofore paid or received with respect to the Auction Rate Notes shall be credited on the principal balance of the Auction Rate Notes (or, if the Auction Rate Notes have been paid or would thereby be paid in full, refunded by the recipient thereof), and the provisions of the Auction Rate Notes and related documents shall automatically and immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under the Auction Rate Notes and under the related documents.

B-25

Indenture of Trust

***EXHIBIT A-1

FORM OF CLASS A NOTES

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.

EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED IN THE INDENTURE) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.

EDUCATION FUNDING CAPITAL TRUST-IV

EDUCATION LOAN BACKED NOTE

SERIES A-            

REGISTERED NO. A-             REGISTERED $

MATURITY DATE	INTEREST RATE	ORIGINAL ISSUE DATE	CUSIP NO.
, 20	As Herein Provided	, 20

PRINCIPAL SUM:              DOLLARS

NOTEHOLDER: CEDE & CO.

EDUCATION FUNDING CAPITAL TRUST-IV, a statutory trust formed under the laws of the State of Delaware (the “Issuer”) for value received, hereby promises to pay to CEDE & CO. (the “Noteholder”) or registered assigns,                      DOLLARS (the “Principal Sum”), but solely from the revenues and receipts hereinafter specified and not otherwise, on                     , 20             (the “Maturity Date”) (subject to the right of prior redemption hereinafter described), upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee, as paying agent for the Notes, or a duly appointed successor paying agent, and to pay interest in arrears on said Principal Sum, but solely from the revenues and receipts hereinafter specified and not otherwise, to the Noteholder hereof from the most recent Distribution Date to which interest has been paid hereon, until the payment in full of the Principal Sum.

A-1-1

Indenture of Trust

Any capitalized words and terms used as defined words and terms in this Note and not otherwise defined herein shall have the meanings given to them in the Indenture of Trust dated as of                     , 2004 (the “Indenture”) among the Issuer, U.S. Bank National Association, as Indenture Trustee, and Fifth Third Bank, as Trust Eligible Lender Trustee.

For Auction Rate Notes:

[This Note shall bear interest at an Auction Rate, all as determined in Appendix B of the Indenture. The principal of and interest on this Note are payable in lawful money of the United States of America. Interest payable on this Note shall be computed on the assumption that each year contains 360 days and actual days elapsed.]

For LIBOR Notes:

[This Note shall bear interest at a rate equal to three-month LIBOR, as determined in accordance with Section 1.01(c) of the Indenture, plus              percent; provided, however, LIBOR for the first Accrual Period shall be determined by the Indenture Trustee by reference to straight line interpolation between four-month LIBOR and five-month LIBOR based on the actual number of days in the first Accrual Period.

The principal of and interest on this Note are payable in lawful money of the United States of America. Interest payable on this Note shall be computed on the assumption that each year contains 360 days and actual days elapsed.]

This Note is one of a Series of Notes of the Issuer designated Education Loan Backed Notes, Series A-            , dated             , 20             (the “Original Issue Date”), in the aggregate original principal amount of $             (the “Series A-             Notes”), which have been authorized and issued by the Issuer pursuant to the Indenture. The Issuer is, simultaneously with the issuance of the Series A-             Notes, issuing $             of its Education Loan Backed Notes, Series A-             (the “Series A-             Notes”), $             of its Education Loan Backed Notes, Series A-             (the “Series A-             Notes”), $             of its Education Loan Backed Notes, Series A-             (the “Series A-             Notes”), $             of its Education Loan Backed Notes, Series A-             (the “Series A-             Notes”), $             of its Education Loan Backed Notes, Series A-             (the “Series A-             Notes”), and $             of its Education Loan Backed Notes, Series B-1 Notes (the “Series B-1 Notes”). The proceeds of such Notes shall be used by the Issuer, together with other moneys of the Issuer, for the purpose of providing funds to finance the acquisition of education loans, to fund a capitalized interest account, to fund a reserve account and to pay certain costs and expenses in connection with the issuance of such Notes.

Under the Indenture, the Series A-1 Notes, the Series A-2 Notes, the Series A-3 Notes, the Series A-4 Notes, the Series A-5 Notes and the Series A-6 Notes are defined as “Class A Notes”; and the Series B-1 Notes are defined as “Class B Notes”. The Class A Notes and the Class B Notes are collectively referred to herein as the “Notes”.

A-1-2

Indenture of Trust

Under the Indenture, the Series A-1 Notes, the Series A-2 Notes and the Series A-3 Notes are defined as “LIBOR Notes”; and the Series A-4 Notes, the Series A-5 Notes, the Series A-6 Notes and the Series B-1 Notes are defined as “Auction Rate Notes”.

This Note is subject to mandatory redemption and optional redemption, all as described in the Indenture.

Notice of the call for redemption shall be given by the Indenture Trustee by mailing a copy of the notice at least 12 days prior to the redemption date to the Noteholders of the Notes to be redeemed in whole or in part at the address of such Noteholder last showing on the registration books. Failure to give such notice or any defect therein shall not affect the validity of any proceedings for the redemption of such Notes for which no such failure or defect occurs. All Notes called for redemption will cease to bear interest after the specified redemption date, provided funds for their payment are on deposit at the place of payment at the time. If less than all Notes are to be redeemed, Notes shall be selected for redemption as provided in the Indenture.

The Indenture provides that the Issuer may enter into a Derivative Product between the Issuer and a Counterparty. Payments due to a Counterparty from the Issuer pursuant to the applicable Derivative Product may be payable on a parity with any Series of Notes.

The principal of and interest on the Class A Notes and any Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with the Class A Notes are payable on a superior basis to payments of principal of and interest on the Class B Notes and any Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with the Class B Notes; provided, however, that current principal and interest may be paid on the Class B Notes and Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with the Class B Notes may be paid if all principal and interest payments due and owing at such time on the Class A Notes and Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with the Class A Notes previously have been made or provided for as provided in the Indenture [Insert the following for Auction Rate Notes] [; provided, further, however, that under certain circumstances described in Section 1.02(c) of the Indenture, principal may be paid on the Class B Auction Rate Notes before principal is paid on the Class A Auction Rate Notes].

Reference is hereby made to the Indenture, a copy of which is on file in the Corporate Trust Office of the Indenture Trustee, to all of the provisions of which any Noteholder 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 Notes; the Issuer’s education loan origination and acquisition program; the revenues and other money 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 Noteholders and any Counterparty; the rights and remedies of the Noteholder hereof with respect hereto and thereto, including the limitations upon the right of a Noteholder hereof to institute any suit, action, or proceeding in equity or at law with respect hereto and

A-1-3

Indenture of Trust

thereto; the rights, duties, and obligations of the Issuer and the Indenture 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 Stated Maturity or earlier redemption of this Note, and this Note thereafter shall no longer be secured by the Indenture or be deemed to be Outstanding thereunder; and for the other terms and provisions thereof.

THE NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE.

No recourse, either directly or indirectly, shall be had for the payment of the principal of and interest on this Note or any claim based hereon or in respect hereof or of the Indenture, against the Indenture Trustee, or any employee, or agent of the Issuer, nor against the State of Delaware, or any official thereof, but the obligation to pay all amounts required by the Indenture securing this Note and the obligation to do and perform the covenants and acts required of the Issuer therein and herein shall be and remain the responsibility and obligation of said Issuer, limited as herein set forth.

Subject to the restrictions specified in the Indenture, this Note is transferable on the registration books kept for that purpose by the Indenture Trustee, as registrar, upon surrender of this Note for transfer at the Corporate Trust Office of the Indenture Trustee, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Noteholder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same Series, Stated Maturity, of Authorized Denominations, bearing interest at the same rate, and for the same aggregate principal amount will be issued to the designated transferee or transferees. At the option of the Noteholder, any Note may be exchanged for other Notes in Authorized Denominations upon surrender of the Note to be exchanged at the Corporate Trust Office of the Indenture Trustee. Upon any such presentation for exchange, one or more new Notes of the same Series, Stated Maturity, in Authorized Denominations, bearing interest at the same rate, and for the same aggregate principal amount as the Note or Notes so surrendered will be issued to the Noteholder of the Note or Notes so surrendered; and the Note or Notes so surrendered shall thereupon be cancelled by the Indenture Trustee.

Notwithstanding the foregoing, so long as the ownership of the Notes is maintained in Book-entry Form by The Depository Trust Company (the “Securities Depository”) or a nominee thereof, this Note may be transferred in whole but not in part only to the Securities Depository or a nominee thereof or to a successor Securities Depository or its nominee.

The Issuer, the Indenture Trustee, and any agent of either of them shall treat the Person in whose name this Note is registered as the Noteholder hereof (a) on the record date for purposes of receiving timely payment of interest hereon, and (b) on the date of surrender of this Note for purposes of receiving payment of principal hereof at its Stated Maturity and (c) for all other purposes, whether or not this Note is overdue, and neither the Issuer, the Indenture Trustee, nor any such agent shall be affected by notice to the contrary.

A-1-4

Indenture of Trust

To the extent permitted by the Indenture, modifications or alterations of the Indenture may be made with the consent of less than all of the holders of the Notes then Outstanding or without the consent of any of such Noteholders (by reason of a change in the Act or the Regulations, to cure ambiguities or conflicts, or for any other reason stated in Section 7.01 of the Indenture), but such modification or alteration is not permitted to affect the Maturity, Stated Maturity, amount, Distribution Date, or rate of interest on any Outstanding Notes or affect the rights of the Noteholders of less than all of the Notes Outstanding.

It is hereby certified and recited that all acts and things required by the laws of the State of Delaware to happen, exist, and be performed precedent to and in the issuance of this Note, and the execution of said Indenture, have happened, exist and have been performed as so required.

A-1-5

Indenture of Trust

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name and on its behalf, all as of the Original Issue Date.

EDUCATION FUNDING CAPITAL TRUST-IV
By:	U.S. Bank National Association, as Co-Owner Trustee,
By
Name:	Daniel R. Bley
Title:	Vice President & Trust Officer

A-1-6

Indenture of Trust

CERTIFICATE OF AUTHENTICATION

This Note is one of the Series A-             Notes designated therein and described in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:
	Authorized Signatory

Authentication Date:

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto              (Social Security or other identifying number             ) the within Note and all rights thereunder and hereby irrevocably appoints              attorney to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	Signed:
	NOTICE: The signature on this Assignment must correspond with the name of the Noteholder as it appears on the face of the within Note in every particular.

Signature Guaranteed by:

A Member of The New York Stock Exchange or a State or National Bank

A-1-7

Indenture of Trust

EXHIBIT A-2

FORM OF CLASS B NOTES

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.

EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED IN THE INDENTURE) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.

EDUCATION FUNDING CAPITAL TRUST-IV

EDUCATION LOAN BACKED NOTE

SERIES B-1

REGISTERED NO. B-1			REGISTERED $	50,000,000
MATURITY DATE	INTEREST RATE	ORIGINAL ISSUE DATE	CUSIP NO.
June 15, 2043	As Herein Provided	May 12, 2004

PRINCIPAL SUM: FIFTY MILLION DOLLARS

NOTEHOLDER: CEDE & CO.

EDUCATION FUNDING CAPITAL TRUST-IV, a statutory trust formed under the laws of the State of Delaware (the “Issuer”) for value received, hereby promises to pay to CEDE & CO. (the “Noteholder”) or registered assigns, FIFTY MILLION DOLLARS (the “Principal Sum”), but solely from the revenues and receipts hereinafter specified and not otherwise, on June 15, 2043 (the “Maturity Date”) (subject to the right of prior redemption hereinafter described), upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee, as paying agent for the Notes, or a duly appointed successor paying agent, and to pay interest in arrears on said Principal Sum, but solely from the revenues and receipts hereinafter specified and not otherwise, to the Noteholder hereof from the most recent Distribution Date to which interest has been paid hereon, until the payment in full of the Principal Sum.

A-2-1

Indenture of Trust

Any capitalized words and terms used as defined words and terms in this Note and not otherwise defined herein shall have the meanings given to them in the Indenture of Trust dated as of May 1, 2004 (the “Indenture”) among the Issuer, U.S. Bank National Association, as Indenture Trustee, and Fifth Third Bank, as Trust Eligible Lender Trustee.

This Note shall bear interest at an Auction Rate, all as determined in Appendix B of the Indenture. The principal of and interest on this Note are payable in lawful money of the United States of America. Interest payable on this Note shall be computed on the assumption that each year contains 360 days and actual days elapsed.

This Note is one of a Series of Notes of the Issuer designated Education Loan Backed Notes, Series B-1, dated May 12, 2004 (the “Original Issue Date”), in the aggregate original principal amount of $50,000,000 (the “Series B-1 Notes”), which have been authorized by the Issuer, and issued by the Issuer pursuant to the Indenture. The Issuer is, simultaneously with the issuance of the Series B-1 Notes, issuing $170,000,000 of its Education Loan Backed Notes, Series A-1 (the “Series A-1 Notes”), $390,000,000 of its Education Loan Backed Notes, Series A-2 (the “Series A-2 Notes”), $100,000,000 of its Education Loan Backed Notes, Series A-3 (the “Series A-3 Notes”), $100,000,000 of its Education Loan Backed Notes, Series A-4 (the “Series A-4 Notes”), $100,000,000 of its Education Loan Backed Notes, Series A-5 (the “Series A-5 Notes”), and $90,000,000 of its Education Loan Backed Notes, Series A-6 (the “Series A-6 Notes”). The proceeds of such Notes shall be used by the Issuer, together with other moneys of the Issuer, for the purpose of providing funds to finance the acquisition of education loans, to fund a capitalized interest account, to fund a reserve account and to pay certain costs and expenses in connection with the issuance of such Notes.

Under the Indenture, the Series A-1 Notes, the Series A-2 Notes, the Series A-3 Notes, the Series A-4 Notes, the Series A-5 Notes and the Series A-6 Notes are defined as “Class A Notes”; and the Series B-1 Notes are defined as “Class B Notes”. The Class A Notes and the Class B Notes are collectively referred to herein as the “Notes”.

Under the Indenture, the Series A-1 Notes, the Series A-2 Notes and the Series A-3 Notes are defined as “LIBOR Notes”; and the Series A-4 Notes, the Series A-5 Notes, the Series A-6 Notes and the Series B-1 Notes are defined as “Auction Rate Notes”.

This Note is subject to mandatory redemption and optional redemption, all as described in the Indenture.

Notice of the call for redemption shall be given by the Indenture Trustee by mailing a copy of the notice at least 12 days prior to the redemption date to the Noteholders of the Notes to be redeemed in whole or in part at the address of such Noteholder last showing on the registration books. Failure to give such notice or any defect therein shall not affect the validity of any proceedings for the redemption of such Notes for which no such failure or defect occurs. All Notes called for redemption will cease to bear interest after the specified redemption date, provided funds for their payment are on deposit at the place of payment at the time. If less than all Notes are to be redeemed, Notes shall be selected for redemption as provided in the Indenture.

A-2-2

Indenture of Trust

The Indenture provides that the Issuer may enter into a Derivative Product between the Issuer and a Counterparty. Payments due to a Counterparty from the Issuer pursuant to the applicable Derivative Product may be payable on a parity with any Series of Notes.

The principal of and interest on the Class A Notes and any Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with the Class A Notes are payable on a superior basis to payments of principal of and interest on the Class B Notes and any Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with the Class B Notes; provided, however, that current principal and interest may be paid on the Class B Notes and Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with the Class B Notes may be paid if all principal and interest payments due and owing at such time on the Class A Notes and Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments under Derivative Products payable on a parity with the Class A Notes previously have been made or provided for as provided in the Indenture; provided, further, however, that under certain circumstances described in Section 1.02(c) of the Indenture, principal may be paid on the Class B Auction Rate Notes before principal is paid on the Class A Auction Rate Notes.

Reference is hereby made to the Indenture, a copy of which is on file in the Corporate Trust Office of the Indenture Trustee, to all of the provisions of which any Noteholder 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 Notes; the Issuer’s education loan origination and acquisition program; the revenues and other money 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 Noteholders and any Counterparty; the rights and remedies of the Noteholder hereof with respect hereto and thereto, including the limitations upon the right of a Noteholder 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 Issuer and the Indenture 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 Stated Maturity or earlier redemption of this Note, and this Note thereafter shall no longer be secured by the Indenture or be deemed to be Outstanding thereunder; and for the other terms and provisions thereof.

THE NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE.

No recourse, either directly or indirectly, shall be had for the payment of the principal of and interest on this Note or any claim based hereon or in respect hereof or of the Indenture, against the Indenture Trustee, or any employee, or agent of the Issuer, nor against the State of Delaware, or any official thereof, but the obligation to pay all amounts required by the Indenture securing this Note and the obligation to do and perform the covenants and acts required of the Issuer therein and herein shall be and remain the responsibility and obligation of said Issuer, limited as herein set forth.

A-2-3

Indenture of Trust

Subject to the restrictions specified in the Indenture, this Note is transferable on the registration books kept for that purpose by the Indenture Trustee, as registrar, upon surrender of this Note for transfer at the Corporate Trust Office of the Indenture Trustee, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Noteholder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same Series, Stated Maturity, of Authorized Denominations, bearing interest at the same rate, and for the same aggregate principal amount will be issued to the designated transferee or transferees. At the option of the Noteholder, any Note may be exchanged for other Notes in Authorized Denominations upon surrender of the Note to be exchanged at the Corporate Trust Office of the Indenture Trustee. Upon any such presentation for exchange, one or more new Notes of the same Series, Stated Maturity, in Authorized Denominations, bearing interest at the same rate, and for the same aggregate principal amount as the Note or Notes so surrendered will be issued to the Noteholder of the Note or Notes so surrendered; and the Note or Notes so surrendered shall thereupon be cancelled by the Indenture Trustee.

Notwithstanding the foregoing, so long as the ownership of the Notes is maintained in Book-entry Form by The Depository Trust Company (the “Securities Depository”) or a nominee thereof, this Note may be transferred in whole but not in part only to the Securities Depository or a nominee thereof or to a successor Securities Depository or its nominee.

The Issuer, the Indenture Trustee, and any agent of either of them shall treat the Person in whose name this Note is registered as the Noteholder hereof (a) on the record date for purposes of receiving timely payment of interest hereon, and (b) on the date of surrender of this Note for purposes of receiving payment of principal hereof at its Stated Maturity and (c) for all other purposes, whether or not this Note is overdue, and neither the Issuer, the Indenture Trustee, nor any such agent shall be affected by notice to the contrary.

To the extent permitted by the Indenture, modifications or alterations of the Indenture may be made with the consent of less than all of the holders of the Notes then Outstanding or without the consent of any of such Noteholders (by reason of a change in the Act or the Regulations, to cure ambiguities or conflicts, or for any other reason stated in Section 7.01 of the Indenture), but such modification or alteration is not permitted to affect the Maturity, Stated Maturity, amount, Distribution Date, or rate of interest on any Outstanding Notes or affect the rights of the Noteholders of less than all of the Notes Outstanding.

It is hereby certified and recited that all acts and things required by the laws of the State of Delaware to happen, exist, and be performed precedent to and in the issuance of this Note, and the execution of said Indenture, have happened, exist and have been performed as so required.

A-2-4

Indenture of Trust

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name and on its behalf, all as of the Original Issue Date.

EDUCATION FUNDING CAPITAL TRUST-IV
By:	U.S. Bank National Association, as Co-Owner Trustee,
By
Name:	Daniel R. Bley
Title:	Vice President & Trust Officer

A-2-5

Indenture of Trust

CERTIFICATE OF AUTHENTICATION

This Note is one of the Series B-1 Notes designated therein and described in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:
	Authorized Signatory

Authentication Date:

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto              (Social Security or other identifying number             ) the within Note and all rights thereunder and hereby irrevocably appoints              attorney to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	Signed:
	NOTICE: The signature on this Assignment must correspond with the name of the Noteholder as it appears on the face of the within Note in every particular.

Signature Guaranteed by:

A Member of The New York Stock

Exchange or a State or National Bank

A-2-6

Indenture of Trust

EXHIBIT B

STUDENT LOAN ACQUISITION CERTIFICATE

This Student Loan Acquisition Certificate (this “Certificate”) is submitted pursuant to the provisions of Section 4.02 of the Indenture of Trust dated as of May 1, 2004 (the “Indenture”) among Education Funding Capital Trust-IV (the “Issuer”), U.S. Bank National Association, as Indenture Trustee, and Fifth Third Bank, as Trust Eligible Lender Trustee. All capitalized terms used in this Certificate and not otherwise defined herein shall have the same meanings given to such terms in the Indenture. In your capacity as Indenture Trustee, you are hereby authorized and requested to disburse to Education Lending Services, Inc. the sum of $                     (or, in the case of an exchange, the Student Loans listed in Exhibit A hereto) for the acquisition of Student Loans. With respect to the Student Loans so to be acquired, the Issuer hereby certifies as follows:

1. The Student Loans to be acquired are those specified in Schedule A attached hereto (the “Acquired Student Loans”). The remaining unpaid principal amount of each Acquired Student Loan is as shown on such Schedule A.

2. The amount to be disbursed pursuant to this Certificate does not exceed the amount permitted by Section 4.02 of the Indenture (or, if a Financed Student Loan is being sold in exchange for an Acquired Student Loan under the Indenture, the aggregate unpaid principal amount of, and accrued interest on, such Financed Student Loan does not exceed the amount permitted by Section 4.02 of the Indenture).

3. Each Acquired Student Loan is an Student Loan authorized so to be acquired by the Indenture.

4. You have been previously, or are herewith, provided with the following items (the items listed in (a), (b), (c), (d), (f) and (g) have been received and are being retained, on your behalf, by the Issuer or the Master Servicer):

(a) a copy of the Depositor Transfer and Sale Agreement between the Issuer and the Eligible Lender with respect to the Acquired Student Loans;

(b) with respect to each Insured Student Loan included among the Acquired Student Loans, the Certificate of Insurance relating thereto;

(c) with respect to each Guaranteed Student Loan included among the Acquired Student Loans, a certified copy of the Guarantee Agreement relating thereto;

(d) an Opinion of Counsel to the Issuer specifying each action necessary to perfect a security interest in all Student Loans to be acquired by the Issuer pursuant to the Depositor Transfer and Sale Agreement in favor of the Indenture Trustee in the manner provided for by the provisions of 20 U.S.C. ss. 1087-2(d)(3) or 20 U.S.C. ss.1082 (m)(1)(E), as applicable (you are authorized to rely on the advice of a single blanket Opinion of Counsel to the Issuer until such time as the Issuer shall provide any amended opinion to you);

B-1

Indenture of Trust

(e) a certificate of an Authorized Officer of the Issuer to the effect that (i) the Issuer is not in default in the performance of any of its covenants and agreements made in the Depositor Transfer and Sale Agreement relating to the Acquired Student Loans; (ii) with respect to all Acquired Student Loans that are Insured, Insurance is in effect with respect thereto, and with respect to all Acquired Student Loans that are Guaranteed, the Guarantee Agreement is in effect with respect thereto; and (iii) the Issuer is not in default in the performance of any of its covenants and agreements made in any Contract of Insurance or the Guarantee Agreement applicable to the Acquired Student Loans;

(f) evidence that the promissory notes evidencing the Acquired Student Loans have had stamped thereon or affixed thereto (individually or by blanket endorsement) a notice specifying that they have been assigned to the Indenture Trustee with all necessary endorsements; and

(g) instruments duly assigning the Acquired Student Loans to the Indenture Trustee.

5. The Issuer is not, on the date hereof, in default under the Indenture or in the performance of any of its covenants and agreements made in the Depositor Transfer and Sale Agreement relating to the Acquired Student Loans, and, to the best knowledge of the Issuer, the Eligible Lender is not in default under the Transfer and Sale Agreements applicable to the Acquired Student Loans. The Issuer is not aware of any default existing on the date hereof under any of the other documents referred to in paragraph 4 hereof, nor of any circumstances that would reasonably prevent reliance upon the Opinion of Counsel referred to in paragraphs 4(d) hereof.

6. All of the conditions specified in the Depositor Transfer and Sale Agreement applicable to the Acquired Student Loans and the Indenture for the acquisition of the Acquired Student Loans and the disbursement hereby authorized and requested have been satisfied; provided that the Issuer may waive the requirement of receiving an Opinion of Counsel from the counsel to the Lender.

7. If a Financed Student Loan is being sold in exchange for an Acquired Student Loan, the final expected maturity date of such Acquired Student Loan shall be substantially similar to that of the Financed Student Loan being sold and such sale and exchange shall not adversely affect the ability of the Trust Estate to make timely principal and interest payments on its Obligations.

8. With respect to all Acquired Student Loans that are Insured, Insurance is in effect with respect thereto, and with respect to all Acquired Student Loans that are Guaranteed, the Guarantee Agreement is in effect with respect thereto.

9. The Issuer is not in default in the performance of any of its covenants and agreements made in any Contract of Insurance or the Guarantee Agreement applicable to the Acquired Student Loans.

10. The undersigned is authorized to sign and submit this Certificate on behalf of the Issuer.

B-2

Indenture of Trust

11. Student Loans are being acquired at a price that permits the results of the Cash Flows provided to the Rating Agencies on the Closing Date to be sustained.

[Remainder of page intentionally left blank.]

B-3

Indenture of Trust

WITNESS my hand this          day of                      20        .

EDUCATION LENDING SERVICES, INC., in its capacity as Administrator
By:
	Name:
	Title:

B-4

Indenture of Trust

EXHIBIT C

CLOSING CASH FLOW PROJECTIONS

(to be attached hereto)

Indenture of Trust

EXHIBIT D

NOTICE OF PAYMENT DEFAULT

EDUCATION FUNDING CAPITAL TRUST-IV

EDUCATION LOAN BACKED NOTES

SERIES         

NOTICE IS HEREBY GIVEN that a Payment Default has occurred and is continuing with respect to the Auction Rate Notes identified above. The next Auction for the Auction Rate Notes will not be held. The Auction Rate for the Auction Rate Notes for the next succeeding Interest Period shall be the Non-Payment Rate.

	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Dated:	By:

Indenture of Trust

EXHIBIT E

NOTICE OF CURE OF PAYMENT DEFAULT

EDUCATION FUNDING CAPITAL TRUST-IV

EDUCATION LOAN BACKED NOTES

SERIES         

NOTICE IS HEREBY GIVEN that a Payment Default with respect to the Auction Rate Notes identified above has been waived or cured. The next Payment Date is              and the Auction Date is             .

	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Dated:	By:

Indenture of Trust

EXHIBIT F

NOTICE OF PROPOSED CHANGE IN LENGTH

OF ONE OR MORE AUCTION PERIODS

EDUCATION FUNDING CAPITAL TRUST-IV

EDUCATION LOAN BACKED NOTES

SERIES         

Notice is hereby given that the Issuer proposes to change the length of one or more Auction Periods pursuant to the Indenture as follows:

1. The change shall take effect on                     , the Interest Rate Adjustment Date for the next Auction Period (the “Effective Date”).

2. The Auction Period Adjustment in Paragraph 1 shall take place only if (a) the Indenture Trustee and the Auction Agent receive, by 11:00 a.m., eastern time, on the Business Day before the Auction Date for the Auction Period commencing on the Effective Date, a certificate from the Issuer, as required by the Indenture authorizing the change in length of one or more Auction Periods and (b) Sufficient Bids exist on the Auction Date for the Auction Period commencing on the Effective Date.

3. If the condition referred to in (a) above is not met, the Auction Rate for the Auction Period commencing on the Effective Date will be determined pursuant to the Auction Procedures and the Auction Period shall be the Auction Period determined without reference to the proposed change. If the condition referred to in (a) is met but the condition referred to in (b) above is not met, the Auction Rate for the Auction Period commencing on the Effective Date shall be the Maximum Rate and the Auction Period shall be the Auction Period determined without reference to the proposed change.

4. It is hereby represented, upon advice of the Auction Agent for the Series          Notes described herein, that there were Sufficient Bids for such Series          Notes at the Auction immediately preceding the date of this Notice.

5. Terms not defined in this Notice shall have the meanings set forth in the Indenture entered into in connection with the Series          Notes.

	EDUCATION FUNDING CAPITAL TRUST-IV
Dated:	By:

Indenture of Trust

EXHIBIT G

NOTICE ESTABLISHING CHANGE IN LENGTH

OF ONE OR MORE AUCTION PERIODS

EDUCATION FUNDING CAPITAL TRUST-IV]

EDUCATION LOAN BACKED NOTES

SERIES         

Notice is hereby given that the Issuer hereby establishes new lengths for one or more Auction Periods pursuant to the Indenture:

1. The change shall take effect on                     , the Interest Rate Adjustment Date for the next Auction Period (the “Effective Date”).

2. For the Auction Period commencing on the Effective Date, the Interest Rate Adjustment Date shall be                     , or the next succeeding Business Day if such date is not a Business Day.

3. For Auction Periods occurring after the Auction Period commencing on the Effective Date, the Interest Rate Adjustment Date shall be [                    (date) and every                     (number)                     (day of week) thereafter] [every                     (number)                     (day of week) after the date set forth in paragraph 2 above], or the next Business Day if any such day is not a Business Day; provided, however, that the length of subsequent Auction Periods shall be subject to further change hereafter as provided in the Indenture.

4. The changes described in paragraphs 2 and 3 above shall take place only upon delivery of this Notice and the satisfaction of other conditions set forth in the Indenture and our prior notice dated                      regarding the proposed change.

5. Terms not defined in this Notice shall have the meanings set forth in the Indenture relating to the Series          Notes.

	EDUCATION FUNDING CAPITAL TRUST-IV
Dated:	By:

Indenture of Trust

EXHIBIT H

NOTICE OF CHANGE IN AUCTION DATE

EDUCATION FUNDING CAPITAL TRUST-IV

EDUCATION LOAN BACKED NOTES

SERIES         

Notice is hereby given by                     , as Broker-Dealer for the Auction Rate Notes identified above, that with respect to the Auction Rate Notes, the Auction Date is hereby changed as follows:

1. With respect to Series          Notes, the definition of “Auction Date” shall be deemed amended by substituting “                    (number) Business Day” in the second line thereof and by substituting “                    (number) Business Days” for “two Business Days” in subsection (d) thereof.

2. This change shall take effect on                      which shall be the Auction Date for the Auction Period commencing on                     .

3. The Auction Date for the Series          Notes shall be subject to further change hereafter as provided in the Indenture.

4. Terms not defined in this Notice shall have the meaning set forth in the Indenture relating to the Series          Notes.

	, as Broker-Dealer
Dated:	By:

Indenture of Trust

EX-4.2

EXHIBIT 4.2

FIRST SUPPLEMENTAL INDENTURE OF TRUST

by and among

EDUCATION FUNDING CAPITAL TRUST-IV

and

U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee

and

FIFTH THIRD BANK,

as Trust Eligible Lender Trustee

Dated as of May 1, 2004

FIRST SUPPLEMENTAL INDENTURE OF TRUST

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

W I T N E S S E T H:

WHEREAS, the Issuer has previously entered into an Indenture of Trust dated as of May 1, 2004 (the “Indenture”) among the Issuer, the Indenture Trustee and the Trust Eligible Lender Trustee; and

WHEREAS, pursuant to Section 7.01 of the Indenture, the Issuer desires to enter into this Supplemental Indenture to amend the Indenture as set forth herein; and

WHEREAS, the Indenture Trustee has agreed to accept the trusts herein created upon the terms herein set forth; and

WHEREAS, the Issuer and Citibank, N.A., New York (“Citibank”), have entered into that certain ISDA Master Agreement and its associated Schedule and Confirmation, each dated as of May 12, 2004 (collectively, the “Citibank Swap”);

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree that the foregoing recitals are incorporated herein by reference and as follows:

Section 1. Until the termination of the Citibank Swap in accordance with its terms and the payment of all amounts due thereunder, Section 2.03 of the Indenture is hereby amended to add the paragraph set forth below as a new fifth paragraph of Section 2.03. After the termination of the Citibank Swap and the payment of all amounts due thereunder, the amendments set forth in this Section 1 shall be void and of no further force and effect.

Notwithstanding any provision of this Indenture to the contrary, including the definitions of “Noteholder” and “Obligations” and the usage of those terms throughout this Indenture, no Counterparty shall have any consent rights, any voting rights, any rights to direct remedies upon the occurrence of an Event of Default, any rights to request the removal and replacement of the Indenture Trustee, or any similar rights granted hereunder to Noteholders or holders of Obligations; provided, however, that each Counterparty shall have the right to consent to any amendment to the Indenture that materially and adversely affects the amount, timing, and priority of payments due to that Counterparty under the

First Supplemental Indenture

Indenture or that materially and adversely affects the Issuer’s ability to make payments due to that Counterparty under the Indenture.

Section 2. Until the termination of the Citibank Swap in accordance with its terms and the payment of all amounts due thereunder, Section 8.13 of the Indenture is hereby deleted in its entirety. After the termination of the Citibank Swap and the payment of all amounts due thereunder, the amendments set forth in this Section 2 shall be void and of no further force and effect.

Section 3. The provisions of the Indenture are hereby ratified, approved and confirmed, except as otherwise expressly modified by this Supplemental Indenture.

[remainder of page intentionally left blank; signature page follows]

2

First Supplemental Indenture

IN WITNESS WHEREOF, the Issuer, the Indenture Trustee, and the Trust Eligible Lender Trustee have caused this Supplemental Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written.

EDUCATION FUNDING CAPITAL TRUST-IV,

By U.S. Bank National Association, not in its individual capacity, but solely as Co-Owner Trustee on behalf of the Trust
By:	/s/    DANIEL R. BLEY
Name:	Daniel R. Bley
Title:	Vice President & Trust Officer

U.S. NATIONAL BANK, not in its individual capacity but solely as Indenture Trustee
By:		/s/    DANIEL R. BLEY
	Name:	Daniel R. Bley
	Title:	Vice President & Trust Officer

FIFTH THIRD BANK, not in its individual capacity but solely as Trust Eligible Lender Trustee
By:		/s/    CRAIG W. TULEY
	Name:	Craig W. Tuley
	Title:	Vice President

First Supplemental Indenture

EX-5.1

EXHIBIT 5.1

May 12, 2004

U.S. Bank National Association,     as Indenture Trustee CN-WN-06CT 425 Walnut Street, 6th Floor Cincinnati, Ohio 45202	Citigroup Global Markets Inc.,     as Representative of the Underwriters     named in the Underwriting Agreement     dated May 3, 2004 388 Greenwich Street, 35th Floor New York, New York 10013
Education Funding Capital Trust-IV     c/o U.S. Bank National Association,     as Co-Owner Trustee CN-WN-06CT 425 Walnut Street, 6th Floor Cincinnati, Ohio 45202

Re: Education Funding Capital Trust-IV

Ladies and Gentlemen:

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

In the course of rendering this opinion, our review has been limited solely to the following documents or certificates authenticated or certified to our satisfaction:

(i) the Prospectus and Prospectus Supplement;

(ii) the Certificate of Formation and Limited Liability Company Agreement of the Depositor;

(iii) the Trust Agreement dated as of April 2, 2004 and the Amended and Restated Trust Agreement dated as of May 1, 2004, relating to the Issuer among the Depositor, Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee and U.S. Bank National Association, not in its individual capacity but solely as Co-Owner Trustee (collectively, the “Trust Agreement”);

U.S. Bank National Association

Education Funding Capital Trust-IV

Citigroup Global Markets Inc.

May 12, 2004

Page 2 of 4

(iv) the Indenture; and

(v) such other documents as we deemed necessary and appropriate under the circumstances.

In such examination, we have assumed the genuineness of all signatures (of parties other than the Depositor and the Issuer) on original documents and the conformity to the original documents of all copies submitted to us. We have also assumed the due execution and delivery by and enforceability against the parties thereto (as to all parties other than the Depositor and the Issuer) of all documents that we have examined where due execution and delivery or enforceability is a prerequisite to the effectiveness thereof. As to various facts material to our opinion, we have relied upon statements or certificates of officers and representatives of the Depositor.

Based upon the foregoing examinations and assumptions and subject to the further assumptions, exceptions and qualifications set forth below, subject to the further assumption that the Notes have been validly authorized and executed by or on behalf of the Issuer, issued and authenticated in accordance with the provisions of the Indenture and issued, delivered to and paid for by the Underwriters in accordance with the provisions of the Underwriting Agreement dated May 3, 2004 among Education Lending Group, Inc., the Depositor, Education Lending Services, Inc., the Issuer and Citigroup Global Markets Inc. as representative of the underwriters named therein (the “Underwriting Agreement”), it is our opinion that the Notes constitute valid and binding obligations of the Issuer enforceable in accordance with their terms and entitled to the benefits of the Indenture, except as follows:

(A) the enforceability of the Notes and the Indenture may be limited by bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation, conservatorship or other similar laws affecting creditors’ rights generally, including court decisions interpreting such laws, statutes of limitations and personal jurisdiction;

(B) the enforceability of the Notes and the Indenture and the availability of specific performance, injunctive relief and other forms of equitable relief are subject to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and

(C) no opinion is expressed with respect to the enforceability of any provisions of the Notes or the Indenture that purport to require payment or reimbursement of attorneys’ fees or litigation expenses of another party.

U.S. Bank National Association

Education Funding Capital Trust-IV

Citigroup Global Markets Inc.

May 12, 2004

Page 3 of 4

This opinion is provided as a legal opinion only. No opinion may be inferred or implied beyond the matters expressly stated herein. This opinion is solely for the benefit of the addressees set forth above. This opinion may be relied upon by Fitch Ratings, Moody’s Investors Service, Inc. and Standard & Poor’s. This opinion may not be relied upon in any manner or used by any other person without our express written consent. This opinion speaks as of its date only and we disclaim any undertaking or obligation to advise you of changes that hereafter may come to our attention.

Very truly yours,

THOMPSON HINE LLP

EX-8.1

EXHIBIT 8.1

		SQUIRE, SANDERS & DEMPSEY L.L.P.
SQUIRE SANDERS	LEGAL COUNSEL WORLDWIDE	1300 Huntington Center 41 South High Street Columbus, Ohio 43215-6197
		Office: +1.614.365.2700 Fax: +1.614.365.2499

May 12, 2004

To the Parties Listed on

Schedule A Attached Hereto

Re: Education Funding Capital I, LLC Registration Statement on Form S-3 (No. 333-111959)

We have acted as special tax counsel for Education Funding Capital I, LLC, a Delaware limited liability company (the “Depositor”), in connection with the preparation of its registration statement on Form S-3 (the “Registration Statement”) relating to the issuance from time to time in one or more series (each, a “Series”) of education loan backed notes that are registered on such Registration Statement. The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). As set forth in the Registration Statement, each Series of education loan backed notes will be issued under and pursuant to the conditions of a separate trust agreement (the “Agreement”) between a Delaware statutory trust (each such trust, the “Issuer”) and a trustee (each such trustee, the “Trustee”) and a separate indenture (the “Indenture”) between the Issuer and the Trustee, all to be identified in the prospectus supplement for such Series of education loan backed notes.

The education loan backed notes are described in the prospectus contained in the Registration Statement, as amended by the prospectus dated May 5, 2004 (the “Prospectus”). The Series A-1 notes, Series A-2 notes, Series A-3 notes, Series A-4 notes, Series A-5 notes, Series A-6 notes and Series B-1 notes (collectively, the “Notes”) are more particularly described in a supplement to the Prospectus (the “Prospectus Supplement”) dated May 5, 2004, also contained in the Registration Statement.

We have examined and relied upon all statements, facts, representations and covenants in the Registration Statement. We have assumed that all such documents are complete and authentic and have been duly authorized, executed and delivered, that all statements, facts, representations and covenants made therein are and remain true (without regard to any qualifications stated therein and without undertaking to verify such statements, facts and representations by independent investigations), that the respective parties thereto and all parties referred to therein will act in all respects at all relevant times in conformity with the requirements and provisions of such documents, and that none of the terms and conditions contained therein has been or will be waived

CINCINNATI • CLEVELAND • COLUMBUS • HOUSTON • LOS ANGELES • MIAMI • NEW YORK • PALO ALTO • PHOENIX • SAN FRANCISCO

TAMPA • TYSONS CORNER • WASHINGTON DC • RIO DE JANEIRO | BRATISLAVA • BRUSSELS • BUDAPEST • LONDON • MADRID • MILAN

MOSCOW • PRAGUE | BEIJING • HONG KONG • TAIPEI • TOKYO | ASSOCIATED OFFICES: BUCHAREST • DUBLIN • KYIV

www.ssd.com

SQUIRE, SANDERS & DEMPSEY L.L.P.

Education Funding Capital I, LLC.

May 12, 2004

Page 2

or modified in any respect. In particular, we note that, as described in the Prospectus, the Issuer, the Trustee and each Noteholder will agree to treat the Notes as debt for federal income tax purposes.

As to any material facts that are not known to us, we have relied upon statements and representations of officers and other representatives of the Depositor. We have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of any relevant facts, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the representations of the Depositor in connection with the preparation and delivery of this letter.

We have advised the Depositor with respect to certain federal income tax consequences of the proposed issuance of the Notes. This advice is summarized under the heading “Federal Income Tax Consequences” in the Prospectus, as may be modified in the summary contained under the heading “Federal Income Tax Consequences” in the Prospectus Supplement, all of which are part of the Registration Statement. The summary in the Prospectus does not purport to discuss all possible federal income tax consequences of the issuance of the Notes or the federal income tax consequences to all possible investors in the Notes but, to the extent the summary purports to discuss certain federal income tax laws of the United States relating to the Notes, in our opinion, the summary constitutes a fair summary of the principal U.S. federal income tax consequences of the purchase, beneficial ownership and disposition of the Notes, based on current law. Accordingly we hereby confirm the opinions expressly set forth under the above quoted heading in the Prospectus, as representing our opinions as to certain material federal income tax consequences of the purchase, ownership and disposition of the Notes, subject to any modifications in the Prospectus Supplement, and all subject to the qualifications stated herein or therein. There can be no assurance, however, that contrary positions will not be taken by the Internal Revenue Service or that the law will not change.

Our advice and opinions are based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury regulations, and rulings and decisions thereunder, each as in effect on the date hereof, and may be affected by amendments to the Code or to Treasury regulations thereunder or by subsequent judicial or administrative interpretations thereof. We expressly disclaim any obligation or undertaking to update or modify this letter as a consequence of any future changes in applicable laws or Treasury regulations or the facts bearing upon this opinion letter, any of which could affect our conclusions. We express no opinion other than those given as to the federal income tax laws of the United States.

Each Prospectus Supplement and Indenture pertaining to a specific future Series is to be completed subsequent to the date of this letter. Accordingly, aside from the Prospectus Supplement and Indenture relating to the Notes, we have not examined any Prospectus Supplement or Indenture relating to any specific Series to be issued, and our advice and opinion do not address the contents of any such Prospectus Supplement or Indenture except as and to the extent that the provisions of the same may be described in the Prospectus. We understand that each supplement of the Prospectus will contain a discussion of any material federal income tax

SQUIRE, SANDERS & DEMPSEY L.L.P.

Education Funding Capital I, LLC.

May 12, 2004

Page 3

consequences pertaining to the Series to be offered thereunder that are not addressed in the Prospectus.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the references to this firm under each of the above quoted headings in the Prospectus and Prospectus Supplement forming a part of the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.

Very truly yours

/s/    SQUIRE, SANDERS & DEMPSEY L.L.P.

SQUIRE, SANDERS & DEMPSEY L.L.P.

Education Funding Capital I, LLC.

May 12, 2004

Page 4

Schedule A

Citigroup Global Markets Inc.

as Representative of the Underwriters

named in the Underwriting Agreement

dated May 3, 2004

388 Greenwich Street, 32nd Floor

New York, New York 10013

Education Lending Group, Inc.

12760 High Bluff Drive, Suite 210

San Diego, CA 92130

Education Lending Services, Inc.

6 East Fourth Street

Suite 300

Cincinnati, OH 45202

Education Funding Capital I, LLC

6 East Fourth Street

Suite 300

Cincinnati, OH 45202

Education Funding Capital Trust-IV

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Fitch Ratings

One State Street Plaza

32^nd Floor

New York, NY 10004

EX-99.1

EXHIBIT 99.1

MASTER SERVICING AGREEMENT

among

EDUCATION FUNDING CAPITAL TRUST-IV,

as Issuer

and

EDUCATION LENDING SERVICES, INC.,

as Master Servicer

and

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely

as Indenture Trustee

and

FIFTH THIRD BANK,

not in its individual capacity, but solely

as Trust Eligible Lender Trustee

dated as of May 1, 2004

Master Servicing Agreement

Table of Contents

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	SERVICING REQUIREMENT AND ENGAGEMENT OF MASTER SERVICER	1
SECTION 3.	MASTER SERVICER COMPENSATION	2
SECTION 4.	FINANCED STUDENT LOAN SERVICING	2
SECTION 5.	DUE DILIGENCE	6
SECTION 6.	RIGHT OF INSPECTION; AUDIT	6
SECTION 7.	REPORTING REQUIREMENTS	6
SECTION 8.	REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE MASTER SERVICER	7
SECTION 9.	REPRESENTATIONS AND WARRANTIES OF ISSUER.	10
SECTION 10.	MASTER SERVICER DEFAULT	10
SECTION 11.	RIGHTS UPON MASTER SERVICER DEFAULT	11
SECTION 12.	WAIVER OF PAST MASTER SERVICER DEFAULTS	12
SECTION 13.	TERMINATION	13
SECTION 14.	DISPOSITION OF FILES ON TERMINATION	13
SECTION 15.	INDEPENDENT CONTRACTOR	14
SECTION 16.	CORRESPONDENCE; DISCLOSURE	14
SECTION 17.	COOPERATION	14
SECTION 18.	AMENDMENTS	14
SECTION 19.	INDEMNIFICATION AND LIABILITY	14
SECTION 20.	MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF, MASTER SERVICER	16
SECTION 21.	CONFIDENTIALITY	16

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SECTION 22.	NONPETITION COVENANT OF MASTER SERVICER	16
SECTION 23.	SALE OR TRANSFER OF LOANS; LIMITATIONS	16
SECTION 24.	OPTIONAL PURCHASE OF FINANCED STUDENT LOANS	16
SECTION 25.	MISCELLANEOUS	17

EXHIBIT A

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Master Servicing Agreement

MASTER SERVICING AGREEMENT

THIS SERVICING AGREEMENT (this “Agreement”) is entered into as of May 1, 2004, by and among Education Lending Services, Inc., a Delaware corporation (the “Master Servicer”), Education Funding Capital Trust-IV, a Delaware statutory trust (the “Issuer”), U.S. Bank National Association, a national banking association duly organized under the laws of the United States of America, as Indenture Trustee (the “Indenture Trustee”), and Fifth Third Bank, a banking corporation organized under the laws of the State of Ohio, as Trust Eligible Lender Trustee on behalf of the Issuer (the “Trust Eligible Lender Trustee”).

WITNESSETH:

WHEREAS, the Issuer wishes to retain the Master Servicer to service the Financed Student Loans and the Master Servicer wishes to undertake the obligation to service or cause to be serviced the Financed Student Loans under the terms hereinafter set forth;

WHEREAS, the Indenture Trustee has agreed to perform certain duties set forth in Section 2; and

WHEREAS, pursuant to this Agreement the Master Servicer will agree to provide, or cause there to be provided, loan servicing services for the Financed Student Loans;

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the Issuer and the Master Servicer agree as follows:

Section 1. Definitions.

Capitalized terms which are not otherwise defined in this Agreement shall have the meanings ascribed thereto in Appendix A to that certain Indenture of Trust dated as of May 1, 2004 (the “Indenture”) among the Issuer, the Indenture Trustee, and the Trust Eligible Lender Trustee.

Section 2. Servicing Requirement and Engagement of Master Servicer.

The Issuer hereby authorizes and appoints the Master Servicer to act as its agent for the limited purpose of servicing the Financed Student Loans. The authorization granted by this Agreement includes, but is not limited to, correspondence and communication with any Guaranty Agency or the Department regarding the Financed Student Loans, the assignment of claims to any guarantor or insurer of the Financed Student Loans, communication with borrowers and any other communication, correspondence, signature or other act required to service the Financed Student Loans in accordance with requirements of the Act or regulations promulgated by any Guaranty Agency.

The Issuer hereby authorizes the Master Servicer to enter into subservicing contracts with an entity acting as a subservicer pursuant to such contracts, such entity is herein referred to as a “Subservicer”, to provide the services required of the Master Servicer hereunder and to meet any obligations of the Issuer hereunder, so long as such contracts are permitted by the Indenture. The

Master Servicing Agreement

Master Servicer agrees to notify each Rating Agency and the Indenture Trustee if any such subservicing contract is terminated or expires pursuant to its terms. In the event the Master Servicer or any Affiliate of the Seller or the Master Servicer commences servicing of any Financed Student Loans that were previously serviced by a Subservicer, the Master Servicer shall (i) give prompt written notice of such event to each Rating Agency and (ii) cause such Subservicer to deliver to the Indenture Trustee the complete and separately identified record for each such Financed Student Loan, inclusive of all documents and correspondence related to each such Financed Student Loan (collectively, the “Student Loan Files”).

The Indenture Trustee agrees to and shall act as custodian of the Student Loan Files for any Financed Student Loans serviced or subserviced by the Master Servicer or by any Affiliate of the Seller or the Master Servicer.

Section 3. Master Servicer Compensation.

(1) Subject to Section 4.03(c) of the Indenture, and subject to the provisions of Section 11 hereof, as compensation for its services hereunder, the Master Servicer shall receive a fee (the “Master Servicing Fee”) equal to 0.10% of the average monthly outstanding principal balance of the Financed Student Loans.

(2) The Master Servicer shall submit an invoice monthly to the Issuer for the Master Servicing Fee, and the Issuer shall direct the Indenture Trustee to remit payment therefor as shown on that invoice, but only to the extent of moneys available for payment therefor in the Distribution Account or Collection Account.

(3) Payment is due within thirty (30) days after receipt of the billing package. The billing package shall consist of an invoice and supporting documentation.

(4) The Master Servicer acknowledges that the Issuer shall be entitled to receive all payments of principal, interest and late charges received with respect to the Financed Student Loans and that the Master Servicer shall have no right to retain such amounts as payment of any fees due to the Master Servicer from the Issuer under the terms of this Agreement. The Issuer hereby authorizes the Master Servicer to assess, collect and retain any charges which the Issuer is permitted by law or regulation to assess with respect to not sufficient funds (“NSF”) processing or other collection costs.

Section 4. Financed Student Loan Servicing.

The Master Servicer covenants and agrees to service each Financed Student Loan in compliance with all requirements of the Act, each Guaranty Agreement and all other laws and regulations applicable to its activities hereunder and in accordance with the terms and conditions of this Agreement, and to perform all services and duties customary to the servicing of Student Loans including all collection practices. Without limiting the foregoing, in fulfillment of its obligations hereunder, the Master Servicer shall do the following:

(1) Maintain a complete and separately identified record for the Financed Student Loans of each borrower, inclusive of all documentation and correspondence related to the Financed Student Loans.

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(2) Take such actions as are required under the Act with respect to delinquencies.

(3) Perform the actions necessary to maintain the Guarantee and/or Insurance on each Financed Student Loan originated under the Act at all times.

(4) Handle all required borrower contact functions and meet all servicing “due diligence” requirements, as that term is used under the Act and implementing regulations. Such functions include, for example, skip tracing, contacting delinquent borrowers, handling borrower requests for extensions or deferments, and preparing and processing claims, including death, disability, default, closed school, false certification and bankruptcy claims.

(5) Prepare and maintain accounting records with respect to the Financed Student Loans; process refunds and other adjustments; process address changes and maintain address records.

(6) Collect all payments with respect to Financed Student Loans and deliver all such payments to the Indenture Trustee for deposit into the Collection Account, including without limitation guarantee payments, with respect to the Financed Student Loans. The Master Servicer shall prepare a “Lender’s Request for Payment of Interest and Special Allowance” to be used in billing the Department for interest and the special allowance for all eligible loans on a quarterly basis. The Master Servicer agrees to submit the billing to the Department within 30 days following the last day of each quarter (March 31, June 30, September 30, December 31). In the event that the Master Servicer does not submit the billing to the Department within 30 calendar days following the last day of each quarter, and such failure is not attributable to action or inaction by the Issuer or the Department, the Issuer shall be entitled to payment by the Master Servicer of penalty interest. Such penalty interest shall be calculated on the actual amount of interest subsidies and special allowance payments that the Issuer is entitled to receive from the Department on the Student Loans covered by the billing report and for the time period between such 30th day through the date that said billing report is filed with the Department by the Master Servicer using the LIBOR rate, as quoted in the Wall Street Journal, for the period closest in term to the actual number of days covered by penalty period.

(7) Retain summary records of contacts, follow-ups and collections efforts, and records of written correspondence relating to the Financed Student Loans of each borrower sufficient to ensure claim payment.

(8) Process adjustments including NSF checks, status changes, forbearances, deferments and Financed Student Loans paid in full.

(9) Complete all forms and reports required by the Department or any Guaranty Agency.

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(10) Perform all of the Trust Eligible Lender Trustee’s and Issuer’s obligations as holder of Student Loans as required by the Act and the Regulations. The Master Servicer shall have full power to sign and act on the Issuer’s and the Trust Eligible Lender Trustee’s behalf as the Issuer’s agent in all transactions with borrowers serviced hereunder. Each of Issuer and the Trust Eligible Lender Trustee do hereby authorize, constitute, and appoint the Master Servicer on its behalf and as its attorney in fact, to endorse those promissory notes for which a claim has been filed with a guarantor. The Master Servicer will carry out its responsibilities hereunder in a diligent and lawful manner.

(11) At all times identify the Issuer and the Trust Eligible Lender Trustee as the owners of the Financed Student Loans and identify the Indenture Trustee as a party which maintains a security interest in the Financed Student Loans.

(12) Capture and retain a copy of each promissory note and each disclosure statement on its image system and shall store a backup image copy in a remote facility. The Master Servicer shall hold the original Student Loan documents, including the original promissory note, a copy of the Student Loan application and the disclosure statement for safekeeping.

(13) Provide reports to the Issuer and Indenture Trustee of all monetary transactions as well as periodic summary and account information, including such items as:

(i) Detailed periodic reports to support all cash transactions processed;

(ii) Monthly portfolio summary reports and supporting data listings;

(iii) A monthly listing of delinquent accounts;

(iv) A quarterly report of billings to the Department for interest and special allowances; and

(v) All monthly reports received from Subservicers and any combined monthly reports prepared by the Master Servicer that show reconciliations, loan balances, loan status, special allowance and other monthly statistics.

(14) Ensure the timely payment of taxes, accounting fees, outside auditor fees, data processing costs and other costs incurred in servicing the Financed Student Loans.

(15) Obtain and maintain or cause each Subservicer to obtain and maintain in force a fidelity bond in an amount of at least $1,000,000 upon all personnel of the Master Servicer or Subservicer, as applicable, insuring against any loss or damage which the Issuer, the Master Servicer or Subservicer, as applicable, might suffer as a consequence of any fraudulent or dishonest act of such personnel.

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(16) Obtain and maintain or cause to be obtained and maintained in force errors and omissions insurance coverage in an amount equal to at least $2,000,000 for all its customers.

(17) Respond to all borrower inquiries in a prompt, courteous and thorough manner.

(18) Establish and maintain a method for charging and collecting late payment fees in accordance with provisions of the Act and all other applicable laws and regulations.

(19) Act as custodian and bailee with respect to all original documents and hold them subject to the lien of the Indenture in favor of the Indenture Trustee and pursuant to a bailment in a form satisfactory to the Master Servicer, the Issuer and the Trust Eligible Lender Trustee.

(20) If any Financed Student Loan has lost its Guarantee and/or Insurance due to the actions of any prior issuer, servicer or holder of the Financed Student Loan, at the written request of the Issuer, use its best efforts to reinstate such Guarantee or Insurance; provided, however, that the Master Servicer makes no representation that such reinstatement will occur. Such services shall be provided at the cost agreed upon by the Issuer and the Master Servicer.

(21) If requested by the Issuer, remit monthly rebate fees to the Department with respect to the Financed Student Loans. Upon receipt of satisfactory documentation, the Issuer shall cause the Indenture to promptly wire transfer to the Master Servicer or its designee, from amounts held under the Indenture, the amount of funds required to pay such fees. The Master Servicer shall provide, or cause to be provided to the Issuer, on a monthly basis, information needed to determine the monthly rebate fees.

(22) Accrue and capitalize interest on those Student Loans not eligible for interest subsidy.

(23) Verify the current status of all borrowers not less often than annually through direct contact with each borrower to ensure correct account information. The Master Servicer shall also seek to verify the borrower’s status by direct or indirect contact with educational institutions.

(24) When a Student Loan becomes due for repayment, prepare a payment schedule and disclosure statement and mail it to the borrower for signature(s). Prior to the first payment due date, repayment coupons will be prepared and sent to the borrowers.

(25) Post to the borrower’s account all payments of principal, interest and other charges.

(26) Automatically credit the Issuer’s account whenever a borrower overpays an account by less than $5.00, and the Issuer, at its discretion, can reimburse the borrower. When the overpayment is more than $5.00, the Master Servicer shall remit the overpayment directly to the borrower. When a borrower’s balance owing is less than $50.00, the Master Servicer may, at its discretion, write-off the balance.

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(27) Prepare and submit all papers and documents necessary to strictly follow reimbursement procedures specified in the Common Manual: Unified Student Loan Policy, as amended from time to time, upon default of borrower and further agrees to promptly remit proceeds to Issuer upon receipt from the Guaranty Agency.

(28) Provide immediate notice to the Issuer of any proceeding or action filed, asserted or threatened against the Master Servicer that, if decided unfavorably to the Master Servicer, would adversely impact the Master Servicer’s status as an eligible “third-party servicer”.

(29) Deliver to the Indenture Trustee each report delivered to the Master Servicer pursuant to the Basic Documents.

Section 5. Due Diligence.

The Master Servicer covenants and agrees that in discharging its obligations hereunder it shall:

(1) Exercise due diligence in the servicing and collection of all Financed Student Loans as the term “due diligence” is used in the Act and the Regulations.

(2) Exercise reasonable care and diligence in the administration and collection of all Financed Student Loans utilizing collection practices in accordance with applicable federal and state collection practices, laws and regulations promulgated thereunder.

(3) Administer, collect and service the Financed Student Loans in a competent, diligent and orderly fashion, and, with respect to Financed Student Loans originated under the Act, in accordance with the requirements of the Act.

Section 6. Right of Inspection; Audit.

The Issuer, the Indenture Trustee, the Trust Eligible Lender Trustee or any governmental agency having jurisdiction over any of the same, or their designated representatives, may at any time upon reasonable prior notice and during normal business hours examine and audit at the sole expense of the Issuer, the records which the Master Servicer or Subservicer maintain on the Financed Student Loan being serviced, provided, however, that such activities shall not unreasonably disrupt the Master Servicer’s normal business operation.

The Master Servicer agrees that it shall permit, not more than once per year, the Issuer, the Indenture Trustee or its designee to conduct or have conducted a procedural audit regarding the Master Servicer’s or Subservicer’s compliance with the requirements of the Act or the terms of this Agreement. Such audits shall be at the expense of the Issuer.

Section 7. Reporting Requirements.

(1) Annual Statement as to Compliance. The Master Servicer shall deliver to each Rating Agency, the Indenture Trustee and the Issuer, on or before March 31 of each year,

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beginning with March 31, 2005, a certificate stating that (a) a review of the activities of the Master Servicer during the preceding calendar year and of its performance under this Agreement has been made under the supervision of the officer signing such certificate and (b) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such year, or, there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

(2) Annual Independent Public Accountant’s Servicing Report. On or before March 31 of each year, beginning March 31, 2005, the Master Servicer at its expense shall cause an independent public accountant that is a member of the American Institute of Certified Public Accountants to furnish a statement to each Rating Agency, the Issuer and the Indenture Trustee to the effect that such accountant has examined certain documents and records relating to the servicing of the Financed Student Loans (during the preceding fiscal year) under servicing agreements substantially similar one to another and to this Agreement and that, on the basis of such examination, such servicing has been conducted in compliance with such servicing agreements except for such significant exceptions or errors in records that, in the opinion of such accountant, requires it to report and that are set forth in such report.

(3) Monthly Servicer’s Certificate. Each month, not later than the twenty-fifth day of each month, the Master Servicer shall deliver to the Indenture Trustee, a certificate certified by an officer of the Master Servicer certifying to the accuracy of the monthly statement contemplated by Section 11.04 of the Indenture.

(4) Sarbanes-Oxley. With respect to each annual report required to be filed by the Issuer pursuant to Section 13(a) of the Securities Exchange Act, the Master Servicer shall provide the certification required by Rule 15d-14(e)(and if applicable, Rule 13a-14(d))of the Securities Exchange Act.

Section 8. Representations, Warranties, and Covenants of the Master Servicer.

The Master Servicer makes the following representations, warranties and covenants to the Issuer on the date of this Agreement. The Master Servicer shall be deemed to have repeated the representations and warranties in clauses (1), (2), (6), (7), (8), (9) and (12) on the date the Notes are issued under the Indenture.

(1) The Master Servicer (i) is duly incorporated, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated; (ii) is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as contemplated by this Agreement including, without limitation, eligibility as a third-party servicer under the Act; and (iv) is in compliance with all applicable laws and regulations.

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(2) The execution and delivery by the Master Servicer of this Agreement and the performance of its obligations hereunder (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or filing with any governmental agency, except for any action or filing that has been taken or made on or before the date of this Agreement; and (iv) do not violate any provision of its certificate of incorporation or bylaws.

(3) The Master Servicer will satisfy all of its obligations set forth in this Agreement, maintain in effect all qualifications required in order to service the Financed Student Loans and comply in all material respects with all requirements of law if a failure to comply would have a materially adverse effect on its ability to service the Financed Student Loans.

(4) The Master Servicer will not permit any rescission or cancellation of a Financed Student Loan except as ordered by a court or other government authority or as consented to by the Trust Eligible Lender Trustee and the Indenture Trustee, except that it may write off any delinquent Financed Student Loan if the remaining balance of the borrower’s account is less than $50.

(5) The Master Servicer will not reschedule, revise, defer or otherwise compromise payments due on any Financed Student Loan except during any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards and requirements for servicing of the Financed Student Loans.

(6) All financial statements of the Master Servicer delivered to the Issuer were prepared according to U.S. generally accepted accounting principles (“GAAP”) consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Master Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments).

(7) No event which could cause a material adverse effect on the Master Servicer’s financial condition has occurred, and if such event shall occur, the Master Servicer shall promptly give the Issuer notice thereof.

(8) The Master Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition or its ability to meet its obligations under this Agreement and no outstanding or unpaid judgments against the Master Servicer exist, and if such event shall occur, the Master Servicer shall promptly give the Issuer notice thereof.

(9) The Master Servicer has no knowledge of any basis upon which to believe that each Financed Student Loan (i) is not in compliance in all material respects with all laws and rules and regulations with respect to any Guarantee thereof, and (ii) does not conform to the applicable requirements of eligibility for such Guarantee.

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(10) The Master Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Agreement to the extent such services are not provided by one or more eligible third-party subservicers under the Act with adequate systems to perform such services.

(11) Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a Guaranty Agency, or transferred to another servicer, the Master Servicer agrees as follows:

(i) The Master Servicer shall cause to be furnished to the Issuer its financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within thirty (30) days after the conclusion of each fiscal quarter, and annual financial statements within ninety (90) days after the end of each fiscal year audited by nationally recognized independent certified public accountants and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request.

(ii) The Master Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP and maintain adequate internal financial controls.

(iii) The Master Servicer shall maintain all licenses, permits, and franchises necessary for its business.

(12) This Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Master Servicer, enforceable against the Master Servicer according to its terms.

Upon the discovery of a breach of certain covenants that have a materially adverse effect on the Financed Student Loans, the Master Servicer will be obligated to purchase or substitute the adversely affected Financed Student Loan unless the breach is cured within the time period prescribed in Section 10 hereof. Any breach that relates to compliance with the requirements of the Act or the applicable Guaranty Agency but that does not affect that Guaranty Agency’s obligation to guarantee payment of a Financed Student Loan will not be considered to have a material adverse effect.

The purchase or substitution and reimbursement obligations of the Master Servicer will constitute the sole remedy available to the Issuer for any uncured breach. The Master Servicer’s purchase or substitution and reimbursement obligations are contractual obligations that the Issuer may enforce, but the breach of these obligations will not constitute an event of default under the Indenture.

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Section 9. Representations and Warranties of Issuer.

The Issuer represents and warrants to the Master Servicer on the date of this Agreement:

(1) The Issuer (i) is duly formed, validly existing, and in good standing under the laws of the jurisdiction in which it is formed; (ii) is duly qualified to transact business as a Delaware statutory trust; and (iii) possesses all requisite authority, permits and power to conduct its business as contemplated by this Agreement.

(2) The execution and delivery by the Issuer of this Agreement and the performance of its obligations hereunder (i) are within its organizational power; (ii) have been duly authorized by all necessary action; and (iii) require no action by or filing with any governmental agency, except for any action or filing that has been taken or made on or before the date of this Agreement.

(3) This Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Issuer, enforceable against the Issuer according to its terms.

(4) The Issuer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition relevant to this Agreement.

Section 10. Master Servicer Default.

Each of the following constitutes a “Master Servicer Default” hereunder:

(1) any failure by the Master Servicer to deliver to the Indenture Trustee any payment required by this Agreement, which failure continues unremedied for three (3) business days after written notice of such failure is received by the Master Servicer from the Trust Eligible Lender Trustee, the Indenture Trustee or the Administrator or after discovery of such failure by an officer of the Master Servicer; or

(2) any breach of a representation or warranty of the Master Servicer contained in Section 8 of this Agreement or failure by the Master Servicer duly to observe or to perform in any material respect any term, covenant or agreement set forth in this Agreement or in any other Basic Document to which the Master Servicer is a party, which breach or failure shall (i) materially and adversely affect the rights of holders of Notes or any Counterparties and (ii) continue unremedied for a period of sixty (60) days after the date of discovery of such failure by an officer of the Master Servicer or on which written notice of such breach or failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer, by the Indenture Trustee, the Trust Eligible Lender Trustee or the Administrator, or (B) to the Master Servicer, the Indenture Trustee or the Trust Eligible Lender Trustee by holders of Notes representing not less than 25% of the Outstanding Amount of the Notes; or

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(3) the Master Servicer shall have commenced a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, or shall have made a general assignment for the benefit of creditors, or shall have declared a moratorium with respect to its debts or shall have failed generally to pay its debts as they become due, or shall have taken any action to authorize any of the foregoing; or

(4) an involuntary case or other proceeding shall have been commenced against the Master Servicer seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, provided such action or proceeding is not dismissed within 60 days; or

(5) any failure by the Master Servicer to comply with any requirements under the Act resulting in a loss of its eligibility as a third-party servicer.

Section 11. Rights Upon Master Servicer Default.

In each and every case, so long as Master Servicer Default shall not have been remedied, either the Indenture Trustee, or the holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes, by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Issuer if given by the holders of Notes) may terminate all the rights and obligations (other than the rights and obligations set forth in Section 19 hereof) of the Master Servicer under this Agreement. Only the Indenture Trustee or the holders of Notes, and not the Issuer, will have the ability to remove the Master Servicer if a Master Servicer Default occurs while the Notes are Outstanding.

As of the effective date of termination of the Master Servicer, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes or the Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee; provided, however, that the Indenture Trustee and the Issuer may, with the consent of the Depositor and a Rating Confirmation (as such term is defined in the Indenture), agree to appoint an alternative master servicer. Subsequent to the termination of the Master Servicer, all files held by the Master Service shall be disposed of pursuant to the procedures prescribed by Section 14 hereof. The successor master servicer will succeed to all the responsibilities and duties of the Master Servicer under this Agreement. In the event that the authorities and powers of the Master Servicer under this Agreement become vested in the Indenture Trustee, the Issuer covenants and agrees, subject to Section 4.03(c) of the Indenture, to pay to the Indenture Trustee, and the Indenture Trustee agrees to accept, as compensation for its services as successor master servicer, and in lieu of the Master Servicing Fee described in Section 3 hereof, a fee equal to the lesser of (i) 0.05% of the average monthly outstanding principal balance of the Financed Student Loans, paid on each Monthly Expense Payment Date (as such term is defined in the Indenture) or (ii) an annual fee equal to $150,000, paid in equal monthly installments on each Monthly Expense Payment Date (as such term is defined in the Indenture) (the “Successor Master Servicer Fee”). In the event the Successor Master Servicer Fee payable on any Monthly Expense Payment Date is payable

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based on an annual fee equal to $150,000, the amount in excess of the amount that would have been payable had the Successor Master Servicer Fee been equal to 0.05% of the average monthly outstanding principal balance over the amount actually paid shall accrue and be payable as a deferred successor master servicer fee (the “Deferred Successor Master Servicer Fee”). The Deferred Successor Master Servicer Fee shall be payable solely from amounts on deposit in the Certificate Distribution Account pursuant to Section 5.2(a) of the Trust Agreement. Nonpayment of Deferred Successor Master Servicer Fee shall not excuse the Indenture Trustee from performance hereunder of any of the Indenture Trustee’s obligations as a successor master servicer. As security for the due, punctual, full and exact payment of the Successor Master Servicer Fee and any Deferred Successor Master Servicer Fee, the Master Servicer covenants and agrees to grant to the Indenture Trustee a continuing security interest in and to any moneys released from the lien created by the Indenture and deposited in the Certificate Distribution Account (as such term is defined in the Indenture) in an amount equal to the accrued but unpaid Successor Master Servicer Fee and Deferred Successor Master Servicer Fee.

The Master Servicer shall cooperate with the successor master servicer, the Indenture Trustee and the Issuer in effecting the termination of the responsibilities and rights of the Master Servicer under this Agreement, including the transfer to the successor master servicer for administration by it of all cash amounts that shall at the time be held by the Master Servicer for deposit, or shall thereafter be received by it with respect to a Financed Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Financed Student Loan files to the successor master servicer and amending this Agreement and any other Basic Documents to reflect such succession of master servicer pursuant to this Section 11 shall be paid by the Master Servicer (other than the Indenture Trustee acting as the servicer under this Section 11) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Issuer shall give notice thereof to the Rating Agencies.

If the Indenture Trustee is unable to act, it may appoint, or petition a court for the appointment of, a successor whose regular business includes the servicing of Student Loans and for which a Rating Confirmation has been obtained; provided, however, the Indenture Trustee shall continue to act as the Master Servicer until a successor has been so appointed. If, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Master Servicer Default other than that appointment has occurred, the trustee may have the power to prevent the Indenture Trustee or the holders of Notes from effecting the transfer.

In the event that the authorities and powers of the Master Servicer under this Agreement become vested in the Indenture Trustee, the authorities and powers of the Administrator under the Administration Agreement shall also become vested in the Indenture Trustee pursuant to Section 21 of the Administration Agreement. The Indenture Trustee shall continue to exercise such authorities and powers under the Administration Agreement until such time as a successor administrator is appointed in accordance with Section 21 of the Administration Agreement.

Section 12. Waiver of Past Master Servicer Defaults.

The holders of Notes evidencing a majority of the Outstanding Amount of the Notes, in the case of any Master Servicer Default which does not adversely affect the Indenture Trustee or the holders of Notes, may, on behalf of all holders of Notes, waive in writing any default by the Master Servicer in the

12

Master Servicing Agreement

performance of its obligations hereunder and any consequences thereof, except a default in making any required deposits to or payments from any of the Trust Accounts (or giving instructions regarding the same) in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Master Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

The Issuer may designate another servicer with respect to its student loans. Any servicer, other than Education Lending Services, Inc., may be appointed, provided that a Rating Confirmation has been received with respect thereto.

Section 13. Termination.

This Agreement will terminate upon the occurrence of the earlier of (i) the termination of the Indenture; (ii) early termination pursuant to Section 11 hereof; and (iii) payment in full of all of the Financed Student Loans being serviced hereunder.

The Master Servicer may not resign from its obligations and duties as the Master Servicer hereunder, except upon determination that the Master Servicer’s performance of its duties is no longer permissible under applicable law. No resignation will become effective until the Indenture Trustee or a successor servicer has assumed the Master Servicer’s servicing obligations and duties under this Agreement.

In the event of termination of this Agreement, the Issuer shall remain liable for all fees due and payable hereunder. Termination shall be made without prejudice to any other rights or remedies either party may have at law or in equity. The obligations of the Master Servicer under Section 4 hereof, and the representations and warranties in Section 8 shall survive any termination of this Agreement and shall remain in effect for all Financed Student Loans while such Financed Student Loans are serviced by the Master Servicer. The rights and obligations of the Master Servicer contained in Section 19 hereof shall survive termination of this Agreement. In the event that servicing on any Financed Student Loan is transferred to a successor servicer, such successor servicer shall be required by the Issuer to engage in reasonable good faith efforts to obtain payment on any claim initially rejected by a guarantor for payment including, without limitation, involving the Master Servicer in such effort, where the reason for claim denial relates to the period during which the Master Servicer serviced such Financed Student Loan hereunder. However, if the cause for claim denial is reasonably attributable to the Master Servicer actions or inactions, the Master Servicer shall be responsible therefore. The Master Servicer acknowledges that Issuer will assign this Agreement to the Indenture Trustee on behalf of the holders of Notes and that the Indenture Trustee will be entitled to enforce this Agreement against the Master Servicer.

Section 14. Disposition of Files on Termination.

Upon termination of this Agreement, all files (physical and electronic) held by the Master Servicer with respect to Financed Student Loans shall be promptly transferred to the Issuer or its designee in such form as the Issuer reasonably requests. The Issuer shall be responsible for payment of reasonable expenses related to the transfer of the records unless the Issuer is removing the Financed

13

Master Servicing Agreement

Student Loans because of a breach by the Master Servicer. In such instance, the Master Servicer shall bear the cost of deconverting and transferring the Financed Student Loan documentation.

Section 15. Independent Contractor.

The Master Servicer is an independent contractor and is not, and shall not hold itself out to be, the agent of the Issuer except for the limited specific purposes set forth in this Agreement.

Section 16. Correspondence; Disclosure.

The parties hereto acknowledge and agree that the Master Servicer will handle all communication with borrowers necessary to provide its services hereunder. Data regarding Financed Student Loans shall be disclosed only to the Issuer, the Indenture Trustee, the Administrator or the respective borrower, unless otherwise required by law or certain financing covenants.

Section 17. Cooperation.

Each party covenants and agrees to cooperate fully with the other to facilitate the transactions contemplated by this Agreement.

Section 18. Amendments.

This Agreement may be amended, supplemented or modified only by written instrument duly executed by the Issuer and the Master Servicer with the consent of the Indenture Trustee. So long as any Notes remain Outstanding under the Indenture, a Rating Confirmation must be obtained with respect to any such amendment, supplement or modification.

Section 19. Indemnification and Liability.

(1) Neither the Master Servicer nor any of its directors, officers, employees or agents will be under any liability to the Issuer or the holders of Notes for taking any action or for refraining from taking any action pursuant to this Agreement, or for errors in judgment; provided, however, that neither the Master Servicer nor any person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the Master Servicer’s duties hereunder or by reason of reckless disregard of its obligations and duties hereunder, provided that, in the event that the Indenture Trustee shall be the Master Servicer pursuant to Section 11 hereof, neither the Indenture Trustee, as Master Servicer, nor any of its directors, officers, employees or agents will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the Master Servicer’s duties hereunder or by reason of reckless disregard of its obligations and duties hereunder.

(2) The Master Servicer is under no obligation to appear in, prosecute, or defend any legal action that is not incidental to its servicing responsibilities under this Agreement and that, in its opinion, may cause it to incur any expense or liability. The Master

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Master Servicing Agreement

Servicer may undertake any reasonable action that it deems necessary or desirable in respect of this Agreement and the interests of the holders of Notes.

(3) If the Master Servicer is required to appear in, or is made a defendant in any legal action or proceeding commenced by any party other than the Issuer with respect to any matter arising hereunder, the Issuer shall indemnify and hold the Master Servicer harmless from all loss, liability, or expense (including reasonable attorney’s fees) except for any loss, liability or expense arising out of or relating to the Master Servicer’s willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder. Subject to the limitations set forth in paragraph 19(1) hereof, the Master Servicer shall indemnify and hold the Issuer harmless from all loss, liability and expense (including reasonable attorney’s fees) arising out of or relating to the Master Servicer’s willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder, provided that in no event shall the Master Servicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Agreement.

(4) If a Financed Student Loan is denied the Guarantee by the Guaranty Agency or the loss of federal interest, special allowance, and/or insurance benefits, the Master Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost Guarantee is not reinstated within twelve (12) months of the date the Master Servicer learns of the loss of the Guarantee on a Financed Student Loan, the Master Servicer shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the Guarantee; provided, however, the Master Servicer may delay taking such actions by giving written notice to the Issuer not less often than each ninety (90) days that the Master Servicer has reason to believe that the Guarantee will be reinstated within time frames permitted by regulations. If the Master Servicer gives notice of such delay, the Master Servicer agrees to pay any accrued interest on the Financed Student Loans that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the Issuer pursuant to actions taken by the Master Servicer to make the Issuer whole and if the sale was to an Eligible Lender to the extent the Issuer has, or can make available, fund therefor.

(5) The Master Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Master Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Master Servicer be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Master Servicer has made best efforts to comply with retroactive additional requirements.

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Master Servicing Agreement

Section 20. Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer.

Any entity into which the Master Servicer may be merged or consolidated, or any entity which may result from any merger or consolidation to which the Master Servicer shall be a party or any entity succeeding to the business of the Master Servicer, shall be the successor to the Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving servicer, if other than Education Lending Services, Inc., executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made hereunder shall have been breached and no Master Servicer Default shall have occurred and be continuing, and (iii) such consolidation, merger or succession and such agreement of assumption comply with all the conditions precedent, if any, provided for in this Agreement.

Section 21. Confidentiality.

The contents of this Agreement, together with all supporting documents, exhibits, schedules, and any amendments thereto, which form the basis of the business relationship between the Issuer and the Master Servicer, insofar as the same relate to the fees charged by the Master Servicer, shall be held in strict confidence by both parties and shall not be disclosed or otherwise discussed with any third party (unless required by law or regulation), except outside counsel or independent accountants, or in connection with the offer and sale of securities issued or to be issued under the Indenture, without the prior written consent of the other party.

Section 22. Nonpetition Covenant of Master Servicer.

The Master Servicer agrees not to, for any reason, institute proceedings for the Issuer to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Issuer, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or a substantial part of its property.

Section 23. Sale or Transfer of Loans; Limitations.

The Issuer agrees that if any Financed Student Loans are sold under conditions that result in the Financed Student Loans being transferred to another servicer, whether immediately or at some future date, the Issuer will pay or cause to be paid, at the time such Financed Student Loans are transferred, the deconversion fees charged by such servicer.

Section 24. Optional Purchase of Financed Student Loans.

The Master Servicer shall have the option to purchase or arrange for the purchase of all remaining Financed Student Loans on any Distribution Date when the Pool Balance is 10% or less of the initial Pool Balance. The purchase price will equal the greater of (i) the aggregate outstanding balances

16

Master Servicing Agreement

of the remaining Financed Student Loans as of the end of the preceding Collection Period, including all interest accrued thereon, and (ii) the Minimum Purchase Amount.

Section 25. Miscellaneous.

(1) Any material written communication received at any time by the Issuer with respect to a Financed Student Loan or a borrower shall be promptly transmitted by the Issuer to the Master Servicer. Such communications include but are not limited to letters, notices of death or disability, adjudication of bankruptcy and like documents, and forms requesting deferment of repayment or loan cancellations.

(2) This Agreement shall be governed by the laws of the State of Ohio.

(3) All covenants contained herein and the benefits, rights and obligations of the parties hereunder, shall be binding upon and inure to the benefit of the legal representatives, successors and assigns of the parties hereto, including but not limited to, any successor entity acquiring or succeeding to the assets of either party.

(4) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed to constitute but one and the same instrument.

(5) If any provisions of this Agreement shall be held, or deemed to be, or shall in fact be inoperative or unenforceable as applied in any particular situation, such circumstance shall not have the effect of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall have no effect on the remaining portions of this Agreement or any part hereof.

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Master Servicing Agreement

(6) All notices, requests, demands or other instruments which may or are required to be given by either party to the other, shall be in writing and each shall be deemed to have been properly given when delivered personally on an officer of the party to whom such notice is to be given, or upon receipt thereof when mailed postage prepaid by registered or certified mail, requesting return receipt, or upon confirmed facsimile transmission, addressed as follows:

If intended for the Issuer:

Education Funding Capital Trust-IV

c/o, U.S. Bank National Association

CN-WN-06CT

425 Walnut Street, 6th Floor

Cincinnati, Ohio 45202

Attention: Corporate Trust

Telephone: +1.513.632.2518

Facsimile Number: +1.513.632.3286

with a copy to:

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration

Telephone: +1.302.636.6189

Facsimile: +1.302.636.4140

If intended for the Master Servicer:

Education Lending Services, Inc.

6 East Fourth Street

Suite 300

Cincinnati, Ohio 45202

Attention: Perry Moore

with a copy to:

Education Lending Group, Inc.

12760 High Bluff Drive, Suite 210

San Diego, CA 92130

Attention: Douglas L. Feist

and a copy to:

Education Lending Group, Inc.

6 East Fourth Street, Suite 300

Cincinnati, Ohio 45202

Attention: Susan Ballard Salyer

If intended for the Indenture Trustee:

c/o, U.S. Bank National Association

18

Master Servicing Agreement

CN-WN-06CT

425 Walnut Street, 6th Floor

Cincinnati, Ohio 45202

Attention: Corporate Trust

Telephone: +1.513.632.2518

Facsimile Number: +1.513.632.3286

If intended for the Trust Eligible Lender Trustee:

Fifth Third Bank

MD 10903B

38 Fountain Square Plaza

Cincinnati, Ohio 45263

Attention: Asset Securitization

Telephone: +1.513.534.7949

Facsimile: +1.513.579.4270

Either party may change the address to which subsequent notices are to be sent to it by written notice to the other given as aforesaid, but any such notice of change, shall not be effective until the second Business Day after it is received.

(7) This Agreement may not be terminated by any party hereto except in the manner and with the effect herein provided.

(8) When the context of this Agreement so requires or implies, references to the Issuer include any applicable trustee.

(9) If either party cannot fulfill its obligations (other than the payment of money), in part or in whole, due to a force or event outside its control, such obligations of that party shall be suspended and such party shall not be liable to the other party for any failure to perform hereunder as a result.

(10) The parties hereto agree to execute or cause to be executed the Limited Power of Attorney attached hereto as Exhibit A.

(11) The Master Servicer has and agrees to maintain a disaster recovery plan which, in its reasonable opinion, will permit it to continue operations without undue interruption in the event of fire, disaster, labor disruption, or Act of God.

(12) The Master Servicer may cause any of its duties or obligations hereunder to be performed by a Subservicer to the extent permitted by the Indenture.

(13) EACH PARTY TO THIS AGREEMENT WAIVES ITS RIGHT TO A JURY TRIAL.

[remainder of page intentionally left blank; signature pages to follow]

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Master Servicing Agreement

IN WITNESS WHEREOF, the parties have hereunto set their hands by their duly authorized officers as of the day and year first above written.

EDUCATION FUNDING CAPITAL TRUST-IV, by U.S. Bank National Association, as Co-Owner Trustee
By:	/s/    DANIEL R. BLEY
Name:	Daniel R. Bley
Title:	Vice President and Trust Officer
EDUCATION LENDING SERVICES, INC., as the Master Servicer
By:	/s/    PERRY D. MOORE
Name:	Perry D. Moore
Title:	Executive Vice President-Finance
U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:	/s/    DANIEL R. BLEY
Name:	Daniel R. Bley
Title:	Vice President and Trust Officer
FIFTH THIRD BANK, as Trust Eligible Lender Trustee
By:	/s/    CRAIG W. TULEY
Name:	Craig W. Tuley
Title:	Vice President

Master Servicing Agreement

EXHIBIT A

LIMITED POWER OF ATTORNEY

WITNESSETH:

WHEREAS, Education Lending Services, Inc., a Delaware corporation (the “Master Servicer”), and Education Funding Capital Trust-IV, a Delaware statutory trust (the “Issuer”), are parties to the Master Servicing Agreement dated as of May 1, 2004 (the “Master Servicing Agreement”); and

WHEREAS, pursuant to the Master Servicing Agreement, the Master Servicer will perform substantially all of the obligations and duties with regard to servicing of certain education loans (the “Financed Student Loans”) as provided therein; and

WHEREAS, in order to carry out its obligations under the Master Servicing Agreement with respect to the Financed Student Loans, the Master Servicer requires the power to perform certain acts, including but not limited to execution of promissory notes, assignment of notes to guarantors and filing of responses to bankruptcy notices, in the name of Fifth Third Bank, as trust eligible lender trustee (the “Trust Eligible Lender Trustee”) for Issuer;

NOW THEREFORE, the Master Servicer, Issuer and Trust Eligible Lender Trustee agree:

1. That each of the Issuer and the Trust Eligible Lender Trustee do hereby make and appoint the Master Servicer as its true and lawful attorney-in-fact to do all things necessary to carry out the Master Servicer’s obligations under the Master Servicing Agreement with respect to the Financed Student Loans, including but not limited to the filing of proof of claim with bankruptcy courts. This instrument shall be construed and interpreted as a limited power of attorney (the “Limited Power of Attorney”) and is not to be construed as granting any powers to the Master Servicer other than those necessary to carry out its obligations under the Master Servicing Agreement with respect to the Financed Student Loans.

2. That this Limited Power of Attorney is effective as of May 1, 2004, and shall remain in force and effect until revoked in writing by the Issuer and Trust Eligible Lender Trustee or until the Master Servicing Agreement is terminated. This instrument shall supplement but not replace the powers previously granted to the Master Servicer in the Master Servicing Agreement.

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Master Servicing Agreement

The undersigned, being duly authorized, has executed this Limited Power of Attorney.

EDUCATION FUNDING CAPITAL TRUST-IV, by U.S. Bank National Association, as Co-Owner Trustee
By:
Name:	Daniel R. Bley
Title:	Vice President and Trust Officer
FIFTH THIRD BANK, as Trust Eligible Lender Trustee
By:
Name:	Craig W. Tuley
Title:	Vice President

The undersigned, being duly authorized, accepts the foregoing Limited Power of Attorney for and on behalf of the Issuer and Trust Eligible Lender Trustee, as of May 1, 2004.

EDUCATION LENDING SERVICES, INC., as the Master Servicer
By:
Name:	Perry D. Moore
Title:	Executive Vice President-Finance

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Master Servicing Agreement

EX-99.2

EXHIBIT 99.2

SELLER TRANSFER AND SALE AGREEMENT

BY AND AMONG

EDUCATION LENDING GROUP, INC.,

a Delaware corporation,

FIFTH THIRD BANK

not in its individual capacity, but solely

as eligible lender trustee on behalf of Education Lending Group, Inc.

under the Seller Eligible Lender Trust Agreement,

EDUCATION FUNDING CAPITAL I, LLC,

a Delaware limited liability company,

AND

FIFTH THIRD BANK

not in its individual capacity, but solely as eligible lender trustee

on behalf of Education Funding Capital I, LLC

under the Depositor Eligible Lender Trust Agreement

dated as of May 1, 2004

TABLE OF CONTENTS

			PAGE
ARTICLE I SALE, TRANSFER AND ACCEPTANCE OF TRANSFERRED ASSETS			1
	1.01	Sale, Transfer and Acceptance of Transferred Assets	1
	1.02	Consideration for Transfer of Transferred Assets	2
	1.03	Release of Seller and Seller Eligible Lender Trustee	2
ARTICLE II CLOSING			2
	2.01	Closing	2
	2.02	General Procedure	3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER ELIGIBLE LENDER TRUSTEE			3
	3.01	Formation and Authority	3
	3.02	Execution, Delivery; Valid and Binding Agreement	4
	3.03	Brokerage	4
	3.04	Regarding Financed Student Loans	4
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND THE DEPOSITOR ELIGIBLE LENDER TRUSTEE			7
	4.01	Formation and Authority	7
	4.02	Execution, Delivery; Valid and Binding Agreement	7
ARTICLE V COVENANTS OF SELLER			7
	5.01	Regarding Closing Conditions	7
	5.02	Regarding the Higher Education Act	8
	5.03	Regarding Perfection of Security Interest in Financed Student Loans	8
	5.04	Conditions Precedent to Repurchase Obligation	8
	5.05	Repurchase by Seller	8
	5.06	Regarding Tax Matters	9
ARTICLE VI COVENANTS OF THE DEPOSITOR AND THE DEPOSITOR ELIGIBLE LENDER TRUSTEE			9
	6.01	Regarding Closing Conditions	9
	6.02	Regarding the Higher Education Act and the Financed Student Loans	9
	6.03	Regarding Tax Matters	9
	6.04	Restrictions Regarding Bankruptcy	9
ARTICLE VII CONDITIONS TO CLOSING			10
	7.01	Conditions to Closing	10
ARTICLE VIII TERMINATION			11
	8.01	Termination	11
	8.02	Effect of Termination	11

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ARTICLE IX INDEMNIFICATION			12
	9.01	Indemnification by the Seller	12
	9.02	Indemnification by the Depositor	12
	9.03	Legal Proceedings	12
ARTICLE X MISCELLANEOUS			12
	10.01	Expenses	12
	10.02	Further Assurances	13
	10.03	Amendment and Waiver	13
	10.04	Notices	13
	10.05	Assignment	13
	10.06	Severability	13
	10.07	Complete Agreement	14
	10.08	Counterparts	14
	10.09	Governing Law	14
APPENDIX A – Glossary of Defined Terms
APPENDIX B – Form of Depositor Administration Agreement
APPENIDIX C – Form of Depositor Servicing Agreement
APPENDIX D-1 – Schedule of Financed Student Loans

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SELLER TRANSFER AND SALE AGREEMENT

This SELLER TRANSFER AND SALE AGREEMENT (this “Agreement”), dated as of May 1, 2004, is made and entered into by and among EDUCATION LENDING GROUP, INC., a Delaware corporation (the “Seller”), FIFTH THIRD BANK, not in its individual capacity, but solely as eligible lender trustee on behalf of the Seller under the Seller Eligible Lender Trust Agreement (the “Seller Eligible Lender Trustee”), EDUCATION FUNDING CAPITAL I, LLC, a Delaware limited liability company (the “Depositor”), and FIFTH THIRD BANK, not in its individual capacity, but solely as eligible lender trustee on behalf of the Depositor under the Depositor Eligible Lender Trust Agreement (the “Depositor Eligible Lender Trustee”):

A. The Depositor is a bankruptcy-remote special purpose entity that has been organized for the limited purpose of facilitating the financing of the Financed Student Loans under that certain Indenture of Trust dated as of May 1, 2004 among Education Funding Capital Trust-IV (the “Trust”), a Delaware statutory trust, and U.S. Bank National Association, as indenture trustee and Fifth Third Bank, as eligible lender trustee on behalf of the Trust (the “Trust Eligible Lender Trustee”) and certain other indentures; and

B. Capitalized words and terms used but not defined herein are defined in Appendix A hereto, which also contains rules as to usage and construction that shall be applicable herein;

C. Each of the Seller and the Seller Eligible Lender Trustee desires (i) to sell, transfer, assign and convey to the Depositor and the Depositor Eligible Lender Trustee, as the case may be, for the benefit of the Depositor, all of their respective right, title and interest in and to the Transferred Assets and (ii) to carry out such transactions on the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements and the conditions set forth in this Agreement and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

SALE, TRANSFER AND ACCEPTANCE OF TRANSFERRED ASSETS

1.01 Sale, Transfer and Acceptance of Transferred Assets.

(a) The Seller, to the full extent of its right, title and interest and as evidenced by the execution and delivery of this Agreement, does hereby agree to sell, transfer, assign, set over and otherwise convey, without recourse, to the Depositor, and the Seller Eligible Lender Trustee, to the full extent of its respective right, title and interest and as evidenced by the execution and delivery of this Agreement, does hereby agree to sell, transfer, assign, set over and otherwise convey, without recourse, to the Depositor Eligible Lender Trustee, for the benefit of the Depositor, and each of the Depositor and the Depositor Eligible Lender Trustee, as the case may be, for the benefit of the Depositor, hereby agrees to accept and acquire from the Seller or

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the Seller Eligible Lender Trustee, as the case may be, all of the Seller’s and the Seller Eligible Lender Trustee’s respective right, title and interest as of each Closing Date, in and to the Transferred Assets, whether now owned or hereafter acquired; provided, however, that with respect to such sale, transfer, assignment, and conveyance to the Depositor Eligible Lender Trustee, only the legal title to the Financed Student Loans held by the Seller Eligible Lender Trustee is hereby sold, transferred, assigned, set over and conveyed to the Depositor Eligible Lender Trustee.

(b) The parties intend that the conveyance of all the respective right, title and interest in the Transferred Assets be a sale of the Transferred Assets from each of the Seller and the Seller Eligible Lender Trustee, as the case may be, to each of the Depositor and the Depositor Eligible Lender Trustee, as the case may be, and the parties shall treat the transaction contemplated by this Agreement for all purposes consistent with such intent and not as a pledge of the Transferred Assets by the Seller or the Seller Eligible Lender Trustee to secure a debt or other obligation of the Seller or the Seller Eligible Lender Trustee. However, in the event (but only to the extent) that, notwithstanding the intent of the parties, a court of competent jurisdiction were to hold that the Transferred Assets are deemed not to have been sold and therefore continue to be the property of the Seller and the Seller Eligible Lender Trustee, as the case may be, then this Agreement shall be deemed to be a conveyance by the Seller and the Seller Eligible Lender Trustee, as the case may be, of a valid and binding lien on and a security interest in all of the Seller’s and the Seller Eligible Lender Trustee’s respective right, title and interest in the Transferred Assets, whether now owned or hereafter acquired, to the Depositor and the Depositor Eligible Lender Trustee, as the case may be.

1.02 Consideration for Transfer of Transferred Assets. The consideration to be provided by the Depositor to the Seller and the Seller Eligible Lender Trustee for the Transfer of the Transferred Assets shall be payment of the Purchase Price.

1.03 Release of Seller and Seller Eligible Lender Trustee.

(a) The Seller and the Seller Eligible Lender Trustee hereby acknowledge and agree that, upon Transfer of the Transferred Assets and payment of the Purchase Price, the Depositor will become the successor in interest to the Seller with respect to the Transferred Assets.

(b) The Seller and the Seller Eligible Lender Trustee hereby acknowledge and agree that, upon Transfer of the Transferred Assets and payment of the Purchase Price, the Depositor Eligible Lender Trustee will become the successor in interest to the Seller Eligible Lender Trustee with respect to the Transferred Assets.

ARTICLE II

CLOSING

2.01 Closing. The initial closing of the transactions contemplated by this Agreement (the “Initial Closing”) will take place at the offices of RR Donnelley Financial, 4350 La Jolla Village Drive, Suite 300, San Diego, CA, 92122, on May 12, 2004 or at such other place and on

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such other date as shall be mutually agreed upon by the Seller and the Depositor (the “Initial Closing Date”). One or more subsequent closings (each a “Subsequent Closing,” together with the Initial Closing, each a “Closing”) of the transactions contemplated by this Agreement may take place at such location and on such dates as shall be mutually agreed upon by the Seller and the Depositor (each a “Subsequent Closing” together with the Initial Closing Date, each a “Closing Date).

2.02 General Procedure.

(a) At each Closing, and effective as of each Closing Date, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VII hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, including the applicable Appendix D, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party.

(b) At the Initial Closing, and effective on the Initial Closing Date, Education Lending Services, Inc. (“ELS”) and the Depositor shall execute and deliver an administration agreement, providing for certain administrative services to be performed by ELS for the Depositor, in the form of Appendix B hereto (the “Depositor Administration Agreement”).

(c) At the Initial Closing, and effective on the Initial Closing Date, ELS and the Depositor shall execute and deliver a servicing agreement, providing for ELS to arrange for the servicing of the Financed Student Loans on behalf of the Depositor, in the form of Appendix C hereto (the “Depositor Servicing Agreement”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF

SELLER AND SELLER ELIGIBLE LENDER TRUSTEE

Each of the Seller and the Seller Eligible Lender Trustee, as the case may be, hereby represents and warrants to the Depositor and the Depositor Eligible Lender Trustee that, as of the date of this Agreement:

3.01 Formation and Authority. The Seller is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The Seller Eligible Lender Trustee is an Ohio banking corporation, duly formed and validly existing under the laws of the State of Ohio, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. Furthermore, the Seller Eligible Lender Trustee, was at all relevant times and is an “eligible lender” under the provisions of the Higher Education Act.

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3.02 Execution, Delivery; Valid and Binding Agreement. The authorization, execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which either the Seller or the Seller Eligible Lender Trustee is a party or by which either is bound or constitute a default thereunder; neither the Seller nor the Seller Eligible Lender Trustee is a party to or bound by any agreement or instrument or subject to any charter or other corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of either the Seller or the Seller Eligible Lender Trustee to perform its respective obligations under this Agreement. This Agreement constitutes a valid and binding obligation of each of the Seller and the Seller Eligible Lender Trustee enforceable against such party in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto, and no consent, approval or authorization is required in connection with the consummation of the transactions herein contemplated, except for those that have been obtained.

3.03 Brokerage. No broker or finder has acted for the Seller or the Seller Eligible Lender Trustee in connection with this Agreement or the transactions contemplated hereby, and no third party shall be entitled to receive any fees for financial advisory services or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Seller or the Seller Eligible Lender Trustee.

3.04 Regarding Financed Student Loans. The Seller (or the Seller Eligible Lender Trustee where expressly otherwise stated) hereby represents and warrants to the Depositor that as of the date of Transfer of the Transferred Assets:

(a) Any information furnished by the Seller to the Depositor or its agents with respect to any Financed Student Loan is true, complete and correct in all material respects.

(b) Each Financed Student Loan has been duly executed and delivered and constitutes the legal, valid and binding obligation of the maker (and the endorser, if any) thereof, enforceable in accordance with its terms.

(c) The amount of the unpaid principal balance of each Financed Student Loan shown on the applicable Appendix D, Schedule of Financed Student Loans is correct, and no counterclaim, offset, defense or right to rescission exists with respect to any Financed Student Loan that can be asserted and maintained or that, with notice, lapse of time, or the occurrence or failure to occur of any act or event, could be asserted and maintained by the student borrower against the Seller or the Depositor as assignee thereof. The Seller has taken all reasonable actions to assure that no maker of a Financed Student Loan has acquired or may acquire a defense to the payment thereof. No Financed Student Loan carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. If the Higher Education Act permits the Seller to charge an interest rate less than the applicable rate of interest, the Depositor may approve, in its sole discretion, in writing, interest reductions which are part of a student

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borrower repayment incentive program of the Seller, the terms of which have been fully described in detail and in writing to the Depositor.

(d) Each Financed Student Loan provides for periodic payments that will fully amortize the amount financed over its term to maturity, exclusive of any deferral or forbearance periods.

(e) The Seller and the Seller Eligible Lender Trustee are the sole owners and holders of each Financed Student Loan and have full right and authority to Transfer the same free and clear of all liens, pledges or encumbrances, and upon the delivery of a fully executed blanket endorsement with regard to the promissory notes and applications evidencing the Transfer of the Financed Student Loans to the Depositor and the Depositor Eligible Lender Trustee pursuant to this Agreement, the Depositor and the Depositor Eligible Lender Trustee will acquire full right, title and interest in the Financed Student Loans free and clear of all liens, pledges or encumbrances whatsoever. All documentation relating to the Financed Student Loans, including the original promissory note (or an original or copy of each Master Promissory Note) for each Financed Student Loan, is in the possession of the applicable Servicer or Subservicer, as the case may be.

(f) Each Financed Student Loan was originated in the United States of America, its territories or its possessions in accordance with the Federal Family Education Loan Program, complies in all respects with the requirements of the Higher Education Act and is a Financed Student Loan as those terms are defined in this Agreement.

(g) The information set forth in the applicable Appendix D accurately describes and identifies the Financed Student Loans transferred as part of the Transferred Assets.

(h) The Seller and any Servicer or Subservicer, as the case may be, have each exercised and shall continue to exercise, until the consummation of the Transfer, due diligence and reasonable care in making, administering, servicing and collecting the Financed Student Loans.

(i) Each Financed Student Loan is Guaranteed; each Guarantee, is in full force and effect, is freely transferable as an incident to the transfer of the related Financed Student Loan and is valid and binding upon the parties thereto; all amounts due and payable to the Secretary or a Guarantee Agency, as the case may be, have been paid or will be paid in full by the Seller, and none of the Financed Student Loans has at any time been tendered to either the Secretary or any Guarantee Agency for payment.

(j) Each Financed Student Loan was made in compliance with all applicable local, state and federal laws, rules and regulations, including, without limitation, all applicable nondiscrimination, truth-in-lending, consumer credit and usury laws.

(k) Each Financed Student Loan is evidenced by a single executed promissory note (which may be in electronic form), which note is a valid and binding obligation of the student borrower, enforceable by or on behalf of the holder thereof in accordance with its terms, subject to bankruptcy, insolvency and other laws relating to or affecting creditors’ rights.

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(l) No Financed Student Loan has a payment that is more than 90 days delinquent.

(m) The Seller or the originating lender has reported or will report when due, and has paid or will pay out of the Purchase Price, the amount of origination fees and consolidation rebate fees, if any, authorized to be collected with respect to each Financed Student Loan pursuant to Section 438(c) of the Higher Education Act to the Secretary for the period in which the fee was authorized to be collected.

(n) The Seller or the originating lender has made any refund of origination fee collected in connection with any Financed Student Loan, which may be required pursuant to the Higher Education Act.

(o) The transactions contemplated by this Agreement are and will be in the ordinary course of the Seller’s business, and the Seller has valid business reasons for Transferring the Financed Student Loans rather than obtaining a secured loan with the Financed Student Loans as collateral. Both before and immediately after giving effect to any Transfer: (i) the Seller Transferred or will Transfer the Financed Student Loans to the Depositor without any intent to hinder, delay or defraud any current or future creditor of the Seller; (ii) the Seller was not engaged and was not about to engage, and will not engage in, any business or transaction for which any property remaining with the Seller was or will constitute unreasonably small capital in relation to the business of the Seller or the transaction; (iii) the Seller did not intend or will not intend to incur, and did not believe or reasonably should not have believed, or will not believe or reasonably shall not have believed, that it would incur debts beyond its ability to pay as they become due; and (iv) the Seller was not and will not be insolvent or did not or will not become insolvent as a result of any Transfer.

(p) Each Transfer of the Financed Student Loans (including all payments due or to become due thereunder) by the Seller pursuant to this Agreement is not subject to and will not result in any tax, fee or governmental charge payable by the Depositor or the Seller to any federal, state or local government (“Transfer Taxes”) except such Transfer Taxes as are paid by the Seller at the time of Transfer and except UCC filing fees. In the event that the Depositor receives actual notice of any unpaid Transfer Taxes arising out of the Transfer of the Financed Student Loans, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor harmless therefor. The Seller shall not be responsible for the Depositor’s income taxes, if any.

(q) The Seller has conducted or caused to be conducted on its behalf a reasonable investigation of sufficient scope and content to enable it to make in good faith the representations and warranties contained in this Agreement.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

AND THE DEPOSITOR ELIGIBLE LENDER TRUSTEE

Each of the Depositor and the Depositor Eligible Lender Trustee, as applicable, hereby represents and warrants to the Seller that, as of the date of this Agreement:

4.01 Formation and Authority. The Depositor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The Depositor Eligible Lender Trustee is an Ohiobanking corporation, duly formed and validly existing under the laws of the State of Ohio, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The Depositor Eligible Lender Trustee was at all relevant times and is an “eligible lender” under the provisions of the Higher Education Act.

4.02 Execution, Delivery; Valid and Binding Agreement. The authorization, execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which either the Depositor or the Depositor Eligible Lender Trustee is a party or by which either is bound or constitute a default thereunder; neither the Depositor nor the Depositor Eligible Lender Trustee is a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of either the Depositor or the Depositor Eligible Lender Trustee to perform its respective obligations under this Agreement. This Agreement constitutes a valid and binding obligation of each of the Depositor and the Depositor Eligible Lender Trustee enforceable against such party in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto, and no consent, approval or authorization is required in connection with the consummation of the transactions herein contemplated, except for those that have been obtained.

ARTICLE V

COVENANTS OF SELLER

The Seller covenants and agrees with the Depositor as follows:

5.01 Regarding Closing Conditions. The Seller shall take all commercially reasonable actions necessary to cause the conditions applicable to itself and the Depositor set forth in Section 7.01 to be satisfied and to consummate the transactions contemplated herein as soon as reasonably possible after the satisfaction thereof.

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5.02 Regarding the Higher Education Act. The Seller shall, both before and after each Closing Date, take all such action, or refrain from taking such action, to the extent necessary and reasonable to be taken or not taken by the Seller in its capacity as assignor in order to comply with the requirements of the Higher Education Act, so that the receipt of Special Allowance Payments and Interest Subsidy Payments, if applicable, with respect to Financed Student Loans will not be adversely affected.

5.03 Regarding Perfection of Security Interest in Financed Student Loans. The Seller shall furnish and file, and shall cause the Seller Eligible Lender Trustee to furnish and file, if appropriate, any document reasonably requested by the Depositor to perfect the Depositor’s and the Depositor Eligible Lender Trustee’s ownership interest in the Financed Student Loans.

5.04 Conditions Precedent to Repurchase Obligation. At the request of either the Depositor or the Depositor Eligible Lender Trustee, the Seller shall repurchase, or, shall cause the Seller Eligible Lender Trustee, as applicable, to repurchase, pursuant to the terms set forth in Section 5.05, each Financed Student Loan with respect to which:

(a) Any representation or warranty contained in Section 3.04 shall prove to be materially incorrect;

(b) The Secretary or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a Financed Student Loan, including any claim for Interest Subsidy Payments, Special Allowance Payments, insurance, reinsurance or Guarantee Payments due to any circumstance or event that occurred prior to the Transfer of such Financed Student Loan to the Depositor; or

(c) On account of any wrongful or negligent act or omission of the Seller or the Seller Eligible Lender Trustee, the originating lender or its or their servicing agents, as the case may be, that occurred prior to the Transfer of a Financed Student Loan to the Depositor, a defense that makes the Financed Student Loan unenforceable is asserted by a student borrower, maker or endorser, if any, of the Financed Student Loan with respect to his or her obligation to pay all or any of such Financed Student Loan.

5.05 Repurchase by Seller. Upon the occurrence of any of the conditions set forth in Section 5.04 and upon the request of the Depositor or any permitted assignee thereof under Section 10.05, the Seller shall pay, or cause to be paid, to the Depositor an amount equal to the same percentage of the then-outstanding Principal Balance of such Financed Student Loan as the Seller originally paid in the Purchase Price for such Financed Student Loan, plus interest and Special Allowance Payments accrued and unpaid with respect to such Financed Student Loan from the applicable Closing Date to and including the date of repurchase, plus any attorneys’ fees, legal expenses, court costs, servicing fees or other expenses incurred by the Depositor or the appropriate successors or assigns in connection with such Financed Student Loan and arising out of the reasons for the repurchase. With respect to any Financed Student Loan repurchased by the Seller pursuant to this Agreement, the Depositor Eligible Lender Trustee shall transfer, without recourse, representation or warranty, to the Seller Eligible Lender Trustee, on behalf of Seller, all of the Depositor’s and the Depositor Eligible Lender Trustee’s right, title and interest in and to such Financed Student Loan, and all security and documents relating thereto.

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5.06 Regarding Tax Matters. The Seller shall be responsible for all taxes attributable to the ownership of the Transferred Assets for all periods prior to the applicable Closing Date.

ARTICLE VI

COVENANTS OF THE DEPOSITOR AND THE

DEPOSITOR ELIGIBLE LENDER TRUSTEE

Each of the Depositor and the Depositor Eligible Lender Trustee covenants and agrees with the Seller as follows:

6.01 Regarding Closing Conditions. Each of the Depositor and the Depositor Eligible Lender Trustee shall take all commercially reasonable actions necessary to cause the conditions applicable to itself set forth in Section 7.01 to be satisfied and to consummate the transactions contemplated herein as soon as reasonably possible after the satisfaction thereof.

6.02 Regarding the Higher Education Act and the Financed Student Loans. Each of the Depositor and the Depositor Eligible Lender Trustee shall, both before and after each Closing Date, take all such action, or refrain from taking such action, as is necessary to comply with the requirements of the Higher Education Act, so that the receipt of Special Allowance Payments and Interest Subsidy Payments, if applicable, with respect to the Financed Student Loans will not be adversely affected.

6.03 Regarding Tax Matters. The Depositor shall be responsible for the payment of all taxes attributable to the ownership of the Transferred Assets for all periods after the applicable Closing Date; provided, however, that the Depositor shall be responsible for the payment of such taxes only from the Transferred Assets.

6.04 Restrictions Regarding Bankruptcy. Neither the Depositor nor the Depositor Eligible Lender Trustee shall, for any reason, institute proceedings for the Seller to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Seller, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Seller or a substantial part of the property of the Seller or cause or permit the Seller to make any assignment for the benefit of creditors, or admit in writing the inability of the Seller to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Seller or take any action in furtherance of any such action.

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ARTICLE VII

CONDITIONS TO CLOSING

7.01 Conditions to Closing. The obligation of each party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before each Closing Date:

(a) The respective representations and warranties of the Seller, the Seller Eligible Lender Trustee, the Depositor and the Depositor Eligible Lender Trustee set forth in Articles III and IV hereof, respectively, shall be true and correct in all material respects at and as of the applicable Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date;

(b) Each party shall have performed in all material respects all of the covenants and agreements required to be performed and complied with by it under this Agreement prior to the applicable Closing Date;

(c) Each party shall have obtained, or caused to be obtained, each consent and approval required in order to complete the transactions contemplated hereby including, without limitation, rating agency confirmations;

(d) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions;

(e) On the applicable Closing Date, the Seller shall have received from the Depositor the Purchase Price in immediately available funds;

(f) On the Initial Closing Date or each Subsequent Closing Date as applicable, the Seller, the Seller Eligible Lender Trustee, the Depositor or the Depositor Eligible Lender Trustee, as applicable (and any other parties to each of the following agreements or instruments), shall have executed and delivered the following to the applicable parties, together with the execution and delivery of this Agreement (provided, however, that this Agreement shall be deem delivered immediately prior to, but nevertheless subject to, the delivery of the following agreements or instruments):

(1) On the Initial Closing Date, an original executed Depositor Administration Agreement between the Depositor and the Administrator, or, if previously delivered, a confirmation thereof;

(2) On the Initial Closing Date, an executed original Depositor Servicing Agreement between the Depositor and the Servicer, or, if previously delivered, a confirmation thereof;

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(3) On the Initial Closing Date and each Subsequent Closing Date, bills of sale, blanket endorsements and such other instruments of transfer, assignment and delivery as each of the Depositor and the Depositor Eligible Lender Trustee shall have reasonably requested pursuant to Section 2.02;

(4) On the Initial Closing Date and each Subsequent Closing Date, a certificate of an appropriate officer of each of the Seller and the Seller Eligible Lender Trustee, dated the applicable Closing Date, stating that the conditions set forth in subsections 7.01 (b) and (c) to be satisfied by the Seller and the Seller Eligible Lender Trustee, respectively, have been satisfied; and

(5) On the Initial Closing Date, (a) legal opinions, in form and substance satisfactory to the parties listed in subsection 7.01(a) and their respective counsel, with respect to the organization and authority of each of the Seller and the Depositor, and such other matters as such counsel may reasonably require and (b) such other opinions, documents, instruments and agreements as Thompson Hine LLP, the Depositor or the Depositor Eligible Lender Trustee, or their respective counsels, may request.

ARTICLE VIII

TERMINATION

8.01 Termination. This Agreement may be terminated at any time:

(a) by the mutual consent of the Seller and the Depositor; or

(b) by either the Seller or the Depositor if there has been a material misrepresentation, breach of warranty or breach of covenant on the part of the other in the representations, warranties and covenants set forth in this Agreement.

8.02 Effect of Termination. In the event of termination of this Agreement by either the Seller or the Depositor as provided in Section 8.01:

(a) If such termination occurs prior to the Initial Closing Date, this Agreement shall become void and there shall be no liability on the part of the Seller or the Depositor, or their respective employees, officers, directors, members or trustees, except that Sections 7.01, 10.01 and 10.09 hereof shall survive indefinitely, and except with respect to willful breaches of this Agreement prior to the time of such termination.

(b) If such termination occurs subsequent to the Initial Closing Date, this Agreement shall become void and there shall be no liability on the part of the Seller or the Depositor, or their respective employees, officers, directors, members or trustees, except that Sections 3.04, 5.04, 5.05, 7.01, 9.01, 9.02, 9.03, 10.01 and 10.09 hereof shall survive

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indefinitely, and except with respect to willful breaches of this Agreement prior to the time of such termination.

ARTICLE IX

INDEMNIFICATION

9.01 Indemnification by the Seller. The Seller agrees to indemnify the Depositor and its officers, directors, members and employees (the “Depositor Indemnified Parties”) with respect to, and hold the Depositor Indemnified Parties harmless from, any loss, liability or expense (including, but not limited to, reasonable legal fees) which the Depositor Indemnified Parties may directly or indirectly incur or suffer by reason of, or which results, arises out of or is based upon the failure of the Seller to comply with any covenants or other commitments made by the Seller in this Agreement or any other agreement or document delivered by the Seller in connection herewith.

9.02 Indemnification by the Depositor. The Depositor agrees to indemnify the Seller and its Board of Directors, officers and employees (the “Seller Indemnified Parties”) with respect to, and hold the Seller Indemnified Parties harmless from, any loss, liability or expense (including, but not limited to, reasonable legal fees) which the Seller Indemnified Parties may directly or indirectly incur or suffer by reason of, or which results, arises out of or is based upon the failure of the Depositor to comply with any covenants or other commitments made by the Depositor in this Agreement or any other agreement or document delivered by the Depositor in connection herewith.

9.03 Legal Proceedings. In the event the Seller or the Depositor becomes involved in any legal, governmental or administrative proceeding which may result in indemnification claims hereunder, such party shall promptly notify the other party against whom indemnity may be sought (the “Indemnifying Party”) in writing and in full detail of the filing, and of the nature of such proceeding. The Indemnifying Party may, at its option and expense, defend any such proceeding if the proceeding could give rise to an indemnification obligation hereunder. If the Indemnifying Party elects to defend any proceeding, it shall have full control over the conduct of such proceeding, although each party being indemnified shall have the right to retain legal counsel at its own expense and shall have the right to approve any settlement of any dispute giving rise to such proceeding, provided that such approval may not be withheld unreasonably by the party being indemnified. The party being indemnified shall reasonably cooperate with the Indemnifying Party in such proceeding.

ARTICLE X

MISCELLANEOUS

10.01 Expenses. Except as otherwise expressly provided for herein, each party will pay all of its respective expenses incurred (including attorneys’ and accountants’ fees) in connection with the negotiation of this Agreement, the performance of its respective obligations

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hereunder and the consummation of the transactions contemplated by this Agreement (whether consummated or not).

10.02 Further Assurances. Each of the Seller, the Seller Eligible Lender Trustee, the Depositor and the Depositor Eligible Lender Trustee agrees that, on and after each Closing Date, it shall take all appropriate action and execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out the transfers of assets and assumptions of liabilities provided for herein.

10.03 Amendment and Waiver. This Agreement may be amended in writing by the parties thereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement.

10.04 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when personally delivered or three business days after being mailed by first class U.S. mail, return receipt requested, or when receipt is acknowledged, if sent by facsimile, telecopy or other electronic transmission device. Notices, demands and communications to the parties will, unless another address is specified in writing, be sent to the address indicated below:

Notices to the Seller:	Education Lending Group, Inc.
	12760 High Bluff Drive
	Suite 210
	San Diego, California 92130
	Attention: Douglas L. Feist
Notices to the Depositor:	Education Funding Capital I, LLC
	6 East Fourth Street, Suite 310-A
	Cincinnati, Ohio 45202
	Attention: Perry D. Moore
with copies of all notices to:	Thompson Hine LLP
	312 Walnut Street, Suite 1400
	Cincinnati, Ohio 45202
	Attn: Patricia Mann Smitson, Esq.

10.05 Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto; provided, however, that the Depositor may assign its rights under this Agreement to any of the Trust, the Co-Owner Trustee and the Indenture Trustee, as such party is identified in, and in connection with the transactions contemplated by, the Indenture.

10.06 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision

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of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10.07 Complete Agreement. This Agreement and the documents referred to herein contain the complete agreement between the parties and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.

10.08 Counterparts. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument.

10.09 Governing Law. The law, without regard to conflicts of laws principles, of the State of Ohio will govern all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day, month and year first above written.

EDUCATION LENDING GROUP, INC., a Delaware corporation (“Seller”)		FIFTH THIRD BANK, an Ohio banking corporation, not in its individual capacity but solely as eligible lender trustee on behalf of the Seller (“Seller Eligible Lender Trustee”)
By:	/s/    PERRY D. MOORE	By:	/s/    CRAIG W. TULEY
Name:	Perry D. Moore	Name:	Craig W. Tuley
Title:	Executive Vice President – Finance	Title:	Vice President

EDUCATION FUNDING CAPITAL I, LLC, a Delaware limited liability company (the “Depositor”)		FIFTH THIRD BANK, an Ohio banking corporation, not in its individual capacity, but solely as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”)
By:	/s/    PERRY D. MOORE	By:	/s/    CRAIG W. TULEY
Name:	Perry D. Moore	Name:	Craig W. Tuley
Title:	Executive Vice President – Finance	Title:	Vice President

APPENDIX A

to

Seller Transfer and Sale Agreement,

dated as of May 1, 2004

DEFINITIONS AND USAGE

Usage

The following rules of construction and usage shall be applicable to any instrument that is governed by this Appendix:

(a) All terms defined in this Appendix shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.

(b) The words “hereof,” “herein,” “hereunder” and words of similar import when used in an instrument refer to such instrument as a whole and not to any particular provision or subdivision thereof; references in an instrument to “Article,” “Section” or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section or subdivision of or an attachment to such instrument; and the term “including” means “including without limitation.”

(c) The definitions contained in this Appendix are equally applicable to both the singular and plural forms, as well as to past, present and future tense of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(d) Any agreement, instrument or statute defined or referred to below or in any agreement or instrument that is governed by this Appendix means such agreement or instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

Definitions

“Administrator” shall mean ELS in its capacity as Administrator of the Depositor or any successor thereto as permitted by the Depositor Administration Agreement.

“Appendix D” shall mean Appendix D-1 with respect to the Initial Closing Date and an additional Appendix D, sequentially numbered in ascending order beginning with Appendix D-2 on the first Subsequent Closing Date, with respect to each Subsequent Closing Date, collectively referred to herein as Appendix D.

“Consolidation Loan Rebate Amount” means the payment due to the Secretary of Education pursuant to Section 428C(f) of the Higher Education Act.

A-1

“Depositor” shall mean Education Funding Capital I, LLC, a limited liability company formed under the laws of the State of Delaware, and its successors and assigns.

“Depositor Administration Agreement” shall mean the Administration Agreement, dated as of May 1, 2004 between the Administrator and the Depositor, as amended or restated from time to time.

“Depositor Eligible Lender Trust Agreement” shall mean the Eligible Lender Trust Agreement, dated as of May 1, 2002, between Depositor and the Depositor Eligible Lender Trustee, not in its individual capacity, but solely in its capacity as eligible lender trustee on behalf of the Depositor, and its successor and assigns, as amended or restated from time to time.

“Depositor Eligible Lender Trustee” shall mean Fifth Third Bank, not in its individual capacity, but solely in its capacity as eligible lender trustee on behalf of the Depositor under the Depositor Eligible Lender Trust Agreement, and its successor and assigns.

“Depositor Servicing Agreement” shall mean the Servicing Agreement, dated as of May 1, 2004, between the Servicer and the Depositor, as amended or restated from time to time.

“ELS” shall mean Education Lending Services, Inc., a corporation formed under the laws of Delaware, and its successors and assigns.

“Financed Student Loans” shall mean, collectively, the student loans identified by the lender identification numbers, portfolio numbers or other identifying numbers described in the applicable Appendix D hereto.

“Guarantee” or “Guaranteed” shall mean, with respect to a Financed Student Loan, the guarantee by the Guarantee Agency, pursuant to such Guaranty Agency’s Guarantee Agreement, of the maximum percentage of the principal of and accrued interest on such Financed Student Loan allowed by terms of the Higher Education Act with respect to such Financed Student Loans at the time it was originated and the coverage of such Financed Student Loan by the federal reimbursement contracts, providing, among other things, for reimbursement to the Guarantee Agency for losses incurred by it on defaulted Financed Student Loans guaranteed by it of at least the minimum reimbursement allowed by the Higher Education Act with respect to a particular Financed Student Loan.

“Guarantee Agency” shall mean any entity authorized to guaranty student loans under the Higher Education Act and with which the Seller Eligible Lender Trustee or the Depositor Eligible Lender Trustee maintains a Guarantee Agreement.

“Guarantee Agreement” shall mean an agreement between a Guarantee Agency and either the Depositor Eligible Lender Trustee or the Seller Eligible Lender Trustee providing for the Guarantee by such Guarantee Agency of the principal of and accrued interest on the Financed Student Loans.

“Guarantee Program” shall mean a Guarantee Agency’s student loan guaranty program pursuant to which such Guarantee Agency guarantees or insures student loans.

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“Higher Education Act” shall mean Title IV, Part B of the Higher Education Act of 1965, as amended, or any successor federal act, and all regulations, directives and guidelines promulgated thereunder from time to time.

“Indenture” shall mean the Indenture of Trust dated as of May 1, 2004 among Education Funding Capital Trust-IV, the Indenture Trustee, and the Trust Eligible Lender Trustee.

“Indenture Trustee” shall mean U.S. Bank National Association, not in its individual capacity but solely as indenture trustee under the Indenture.

“Interest Subsidy Payments” shall mean payments, designated as such, consisting of interest subsidies by the Department of Education in respect of Financed Student Loans originated under the Higher Education Act to the Depositor Eligible Lender Trustee in accordance with the Higher Education Act.

“Master Promissory Note” shall mean a Master Promissory Note in the form mandated by Section 432(m)(1)(D) of the Higher Education Act.

“Principal Balance” shall mean the aggregate unpaid principal balance of the Financed Student Loans as set forth on the applicable Appendix D.

“Purchase Price” shall mean the sum of (i) the outstanding principal balance, accrued interest and premium with respect to the Financed Student Loans minus (ii) 100% of the accrued and unpaid Consolidation Loan Rebate Amount from the beginning of the calendar month in which the Closing Date occurs to and including the Closing Date as set forth in the applicable Appendix D.

“Secretary” shall mean the Secretary of the United States Department of Education, an agency of the federal government, or any successor to the functions thereof under the Higher Education Act.

“Seller” shall mean Education Lending Group, Inc., a corporation formed under the laws of the State of Delaware, and its successors and assigns.

“Seller Eligible Lender Trust Agreement” shall mean the Amended and Restated Eligible Lender Trust Agreement, dated as of July 22, 2003, between the Seller and the Seller Eligible Lender Trustee, not in its individual capacity, but solely in its capacity as eligible lender trustee on behalf of the Seller, and its successors and assigns, as amended or restated from time to time.

“Seller Eligible Lender Trustee” shall mean Fifth Third Bank, not in its individual capacity, but solely in its capacity as eligible lender trustee on behalf of the Seller, and its successor and assigns.

“Servicer” shall mean Education Lending Services, Inc., in its capacity as servicer of the Financed Student Loans, or any permitted successor Servicer under the Depositor Servicing Agreement.

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“Special Allowance Payments” shall mean payments, designated as such, consisting of effective interest subsidies by the Department of Education to the Depositor Eligible Lender Trustee in accordance with the Higher Education Act in respect of the Financed Student Loans originated under the Act.

“Subservicer” shall mean Great Lakes Educational Loan Services, Inc. or ACS Education Services, Inc. in its capacity as Subservicer of the Financed Student Loans, and/or any permitted Subservicer, under the Depositor Servicing Agreement.

“Transfer” shall mean, and it is the intention of the parties that it shall mean, with respect to the Transferred Assets, the sale, transfer, assignment and conveyance of, or to sell, transfer, assign and convey, the Transferred Assets.

“Transferred Assets” shall mean all rights of the Seller and Seller Eligible Lender Trustee in and to the Financed Student Loans listed on the applicable Appendix D including all collections received and to be received with respect thereto for the period on and after the date of the Transfer and the Guarantee Agreements with respect thereto.

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APPENDIX B

to

Seller Transfer and Sale Agreement,

Dated as of May 1, 2004

FORM OF DEPOSITOR ADMINISTRATION AGREEMENT

B-1

APPENDIX C

to

Seller Transfer and Sale Agreement,

Dated as of May 1, 2004

FORM OF DEPOSITOR SERVICING AGREEMENT

C-1

EX-99.3

EXHIBIT 99.3

DEPOSITOR TRANSFER AND SALE AGREEMENT

BY AND AMONG

EDUCATION FUNDING CAPITAL I, LLC,

a Delaware limited liability company,

FIFTH THIRD BANK,

not in its individual capacity, but solely

as eligible lender trustee on behalf of Education Funding Capital I, LLC

under the Depositor Eligible Lender Trust Agreement,

EDUCATION FUNDING CAPITAL TRUST- IV

a Delaware statutory trust

and

FIFTH THIRD BANK,

not in its individual capacity, but solely as

eligible lender trustee on behalf of

Education Funding Capital Trust-IV

under the Trust Eligible Lender Trust Agreement

dated as of May 1, 2004

TABLE OF CONTENTS

		PAGE
ARTICLE I SALE, TRANSFER AND ACCEPTANCE OF TRANSFERRED ASSETS		2
1.01	Sale, Transfer and Acceptance of Transferred Assets	2
1.02	Consideration for Transfer of Transferred Assets	2
1.03	Release of Depositor and Depositor Eligible Lender Trustee	2
ARTICLE II CLOSING		3
2.01	Closing	3
2.02	General Procedure	3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF DEPOSITOR AND DEPOSITOR ELIGIBLE LENDER TRUSTEE		4
3.01	Formation and Authority	4
3.02	Execution, Delivery; Valid and Binding Agreement	4
3.03	Brokerage	4
3.04	Regarding Financed Student Loans	4
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE TRUST AND TRUST ELIGIBLE LENDER TRUSTEE		7
4.01	Formation and Authority	7
4.02	Execution, Delivery; Valid and Binding Agreement	7
ARTICLE V COVENANTS OF DEPOSITOR		7
5.01	Regarding Closing Conditions	7
5.02	Regarding the Higher Education Act	8
5.03	Regarding Perfection of Security Interest in Financed Student Loans	8
5.04	Conditions Precedent to Repurchase Obligation	8
5.05	Repurchase by Depositor	8
5.06	Regarding Tax Matters	9
5.07	Regarding Reports from the Subservicer	9
ARTICLE VI COVENANTS OF THE TRUST AND THE TRUST ELIGIBLE LENDER TRUSTEE		9
6.01	Regarding Closing Conditions	9
6.02	Regarding the Higher Education Act and the Financed Student Loans	9
6.03	Regarding Tax Matters	9
6.04	Restrictions Regarding Bankruptcy	9
ARTICLE VII CONDITIONS TO CLOSING		10
7.01	Conditions to Closing	10

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ARTICLE VIII TERMINATION		12
8.01	Termination	12
8.02	Effect of Termination	12
ARTICLE IX INDEMNIFICATION		12
9.01	Indemnification by the Depositor	12
9.02	Indemnification by the Trust	12
9.03	Legal Proceedings	13
ARTICLE X MISCELLANEOUS		13
10.01	Expenses	13
10.02	Further Assurances	13
10.03	Amendment and Waiver	13
10.04	Notices	14
10.05	Assignment	14
10.06	Severability	14
10.07	Complete Agreement	14
10.08	Counterparts	14
10.09	Governing Law	14

APPENDIX A - Glossary of Defined Terms

APPENDIX B - Administration Agreement

APPENDIX C - Master Servicing Agreement

APPENDIX D-1 - Schedule of Financed Student Loans

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DEPOSITOR TRANSFER AND SALE AGREEMENT

This DEPOSITOR TRANSFER AND SALE AGREEMENT (this “Agreement”), dated as of May 1, 2004, is made and entered into by and among EDUCATION FUNDING CAPITAL I, LLC, a Delaware limited liability company (the “Depositor”), FIFTH THIRD BANK, not in its individual capacity, but solely as eligible lender trustee on behalf of the Depositor under the Depositor Eligible Lender Trust Agreement (the “Depositor Eligible Lender Trustee”), EDUCATION FUNDING CAPITAL TRUST-IV, a Delaware statutory trust (the “Trust”), and FIFTH THIRD BANK, not in its individual capacity, but solely as eligible lender trustee on behalf of the Trust under the Trust Eligible Lender Trust Agreement (the “Trust Eligible Lender Trustee”):

A. The Depositor is a bankruptcy-remote special purpose entity that has been organized for the limited purpose of facilitating the financing of the Financed Student Loans under that certain Indenture of Trust dated as of May 1, 2004 (the “Indenture”) among the Trust, U.S. BANK NATIONAL ASSOCIATION, as indenture trustee, and Trust Eligible Lender Trustee and certain other indentures; and

B. The Depositor has heretofore created the Trust pursuant to the Trust Agreement dated as of April 2, 2004, as amended and restated by the Amended and Restated Trust Agreement dated as of May 1, 2004 among the Depositor, WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) of the Trust, and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as co-owner trustee (the “Co-Owner Trustee”) of the Trust, acknowledged and agreed to by the Trust Eligible Lender Trustee on behalf of the Trust.

C. Capitalized words and terms used but not defined herein are defined in Appendix A hereto which also contains rules as to usage and construction that shall be applicable herein;

D. Each of the Depositor and the Depositor Eligible Lender Trustee desires (i) to sell, transfer, assign and convey to the Trust and the Trust Eligible Lender Trustee, as the case may be, for the benefit of the Trust all of its respective right, title and interest in and to the Transferred Assets and (ii) to carry out such transactions on the terms and subject to the conditions set forth in this Agreement;

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NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements and the conditions set forth in this Agreement and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

SALE, TRANSFER AND ACCEPTANCE OF TRANSFERRED ASSETS

1.01 Sale, Transfer and Acceptance of Transferred Assets.

(a) The Depositor, to the full extent of its right, title and interest and as evidenced by the execution and delivery of this Agreement, does hereby agree to sell, transfer, assign, set over and otherwise convey, without recourse, to the Trust, and the Depositor Eligible Lender Trustee to the full extent of its respective right, title and interest and as evidenced by the execution and delivery of this Agreement, does hereby agree to sell, transfer, assign, set over and otherwise convey, without recourse, to the Trust Eligible Lender Trustee, for the benefit of the Trust, and each of the Trust and the Trust Eligible Lender Trustee, as the case may be, for the benefit of the Trust hereby agree to accept and acquire from the Depositor or the Depositor Eligible Lender Trustee, as the case may be, all of the Depositor’s and the Depositor Eligible Lender Trustee’s respective right, title and interest as of each Closing Date, in and to the Transferred Assets, whether now owned or hereafter acquired; provided, however, that with respect to such sale, transfer, assignment, and conveyance to the Trust Eligible Lender Trustee, only the legal title to the Financed Student Loans held by the Depositor Eligible Lender Trustee is hereby sold, transferred, assigned, set over and conveyed to the Trust Eligible Lender Trustee.

(b) The parties intend that the conveyance of all the respective right, title and interest in the Transferred Assets be a sale of the Transferred Assets from each of the Depositor and the Depositor Eligible Lender Trustee, as the case may be, to each of the Trust and the Trust Eligible Lender Trustee, as the case may be (a “Sale”), and the parties shall treat the transaction contemplated by this Agreement for all purposes consistent with such intent and not as a pledge of the Transferred Assets by the Depositor or the Depositor Eligible Lender Trustee to secure a debt or other obligation of the Depositor or the Depositor Eligible Lender Trustee.

1.02 Consideration for Transfer of Transferred Assets. The consideration to be provided by the Trust to the Depositor and the Depositor Eligible Lender Trustee for the Transfer of the Transferred Assets shall be payment of the Purchase Price. The Trust Eligible Lender Trustee shall deposit a portion of the Purchase Price equivalent to the origination fees owing to the United States Department of Education with respect to the Financed Student Loans that are part of the Transferred Assets into a separate account. Such funds shall be used to pay such origination fees when due. The remainder of the Purchase Price shall be paid to the Depositor.

1.03 Release of Depositor and Depositor Eligible Lender Trustee.

(a) The Depositor and the Depositor Eligible Lender Trustee hereby acknowledge and agree that, upon Transfer of the Transferred Assets and payment of the Purchase Price, the Trust will become the successor in interest to the Depositor with respect to the Transferred Assets.

(b) The Depositor and the Depositor Eligible Lender Trustee hereby acknowledge and agree that, upon Transfer of the Transferred Assets and payment of the

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Purchase Price, the Trust Eligible Lender Trustee will become the successor in interest to the Depositor Eligible Lender Trustee with respect to the Transferred Assets.

ARTICLE I I

CLOSING

2.01 Closing. The initial closing of the transactions contemplated by this Agreement (the “Initial Closing”) will take place at the offices of RR Donnelley Financial, 4350 La Jolla Village Drive, Suite 300, San Diego, CA, 92122, on May 12, 2004 or at such other place and on such other date as shall be mutually agreed upon by the Depositor and the Trust (the “Initial Closing Date”). One or more subsequent closings (each a “Subsequent Closing,” together with the Initial Closing, each a “Closing”) of the transactions contemplated by this Agreement may take place at such location and on such dates as shall be mutually agreed upon by the Depositor and the Trust (each a “Subsequent Closing” together with the Initial Closing Date, each a “Closing Date”).

2.02 General Procedure.

(a) At each Closing, and effective as of each Closing Date, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VII and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, including the applicable Appendix D, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party.

(b) At the Initial Closing, and effective on the Initial Closing Date, Education Lending Services, Inc. (“ELS”) and the Trust shall execute and deliver the Administration Agreement, providing for certain administrative services to be performed by ELS for the Trust, in the form of Appendix B hereto (the “Administration Agreement”).

(c) At the Initial Closing, and effective on the Initial Closing Date, ELS and the Trust shall execute and deliver the Master Servicing Agreement, providing for ELS as the Master Servicer to provide the servicing, or arrange for the servicing by a Subservicer, of the Financed Student Loans on behalf of the Trust, in the form of Appendix C hereto (the “Master Servicing Agreement”).

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF

DEPOSITOR AND DEPOSITOR ELIGIBLE LENDER TRUSTEE

Each of the Depositor and the Depositor Eligible Lender Trustee, as the case may be, hereby represents and warrants to the Trust and the Trust Eligible Lender Trustee that, as of the date of this Agreement:

3.01 Formation and Authority. The Depositor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The Depositor Eligible Lender Trustee is an Ohio banking corporation, duly formed and validly existing under the laws of the State of Ohio, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The Depositor Eligible Lender Trustee was at all relevant times and is an “eligible lender” under the provisions of the Higher Education Act.

3.02 Execution, Delivery; Valid and Binding Agreement. The authorization, execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which either the Depositor or the Depositor Eligible Lender Trustee is a party or by which either is bound or constitute a default thereunder; neither the Depositor nor the Depositor Eligible Lender Trustee is a party to or bound by any agreement or instrument or subject to any charter or other corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of either the Depositor or the Depositor Eligible Lender Trustee to perform its respective obligations under this Agreement. This Agreement constitutes a valid and binding obligation of each of the Depositor and the Depositor Eligible Lender Trustee enforceable against such party in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto, and no consent, approval or authorization is required in connection with the consummation of the transactions herein contemplated, except for those that have been obtained.

3.03 Brokerage. No broker or finder has acted for the Depositor or the Depositor Eligible Lender Trustee in connection with this Agreement or the transactions contemplated hereby, and no third party shall be entitled to receive any fees for financial advisory services or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Depositor or the Depositor Eligible Lender Trustee.

3.04 Regarding Financed Student Loans. The Depositor (or the Depositor Eligible Lender Trustee where expressly otherwise stated) hereby represents and warrants to the Trust that as of the date of Transfer of the Transferred Assets:

(a) Any information furnished by the Depositor to the Trust or its agents with respect to any Financed Student Loan is true, complete and correct in all material respects.

(b) Each Financed Student Loan has been duly executed and delivered and constitutes the legal, valid and binding obligation of the maker (and the endorser, if any) thereof, enforceable in accordance with its terms.

(c) The amount of the unpaid principal balance of each Financed Student Loan shown on the applicable Appendix D, Schedule of Financed Student Loans is correct, and

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no counterclaim, offset, defense or right to rescission exists with respect to any Financed Student Loan that can be asserted and maintained or that, with notice, lapse of time, or the occurrence or failure to occur of any act or event, could be asserted and maintained by the student borrower against the Depositor or the Trust as assignee thereof. The Depositor has taken all reasonable actions to assure that no maker of a Financed Student Loan has acquired or may acquire a defense to the payment thereof. No Financed Student Loan carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. If the Higher Education Act permits the Depositor to charge an interest rate less than the applicable rate of interest, the Trust may approve, in its sole discretion, in writing, interest reductions which are part of a student borrower repayment incentive program of the Depositor, the terms of which have been fully described in detail and in writing to the Trust.

(d) Each Financed Student Loan provides for periodic payments that will fully amortize the amount financed over its term to maturity, exclusive of any deferral or forbearance periods.

(e) The Depositor and the Depositor Eligible Lender Trustee are the sole owners and holders of each Financed Student Loan and have full right and authority to Transfer the same free and clear of all liens, pledges or encumbrances, and upon the delivery of a fully executed blanket endorsement with regard to the promissory notes and applications evidencing the Transfer of the Financed Student Loans to the Trust and the Trust Eligible Lender Trustee pursuant to this Agreement, the Trust and the Trust Eligible Lender Trustee will acquire full right, title and interest in, or alternatively, a lien and perfected security interest in, such Financed Student Loans free and clear of all liens, pledges or encumbrances whatsoever. All documentation relating to the Financed Student Loans, including the original promissory note (or an original or copy of each Master Promissory Note) for each Financed Student Loan, is in the possession of the applicable Master Servicer or applicable Subservicer, as the case may be.

(f) Each Financed Student Loan was originated in the United States of America, its territories or its possessions in accordance with the Federal Family Education Loan Program, complies in all respects with the requirements of the Higher Education Act and is a Financed Student Loan as those terms are defined in this Agreement.

(g) The information set forth in the applicable Appendix D accurately describes and identifies the Financed Student Loans transferred as part of the Transferred Assets.

(h) The Depositor and any Master Servicer or Subservicer, as the case may be, have each exercised and shall continue to exercise, until the consummation of the Transfer, due diligence and reasonable care in making, administering, servicing and collecting the Financed Student Loans.

(i) Each Financed Student Loan is Guaranteed; each Guarantee, is in full force and effect, is freely transferable as an incident to the transfer of the related Financed Student Loan and is valid and binding upon the parties thereto; all amounts due and payable to the Secretary or a Guarantee Agency, as the case may be, have been paid or will be paid in full by the Seller, and none of the Financed Student Loans has at any time been tendered to either the Secretary or any Guarantee Agency for payment.

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(j) Each Financed Student Loan was made in compliance with all applicable local, state and federal laws, rules and regulations, including, without limitation, all applicable nondiscrimination, truth-in-lending, consumer credit and usury laws.

(k) Each Financed Student Loan is evidenced by a single executed promissory note (which may be in electronic form), which note is a valid and binding obligation of the student borrower, enforceable by or on behalf of the holder thereof in accordance with its terms, subject to bankruptcy, insolvency and other laws relating to or affecting creditors’ rights.

(l) No Financed Student Loan has a payment that is more than 90 days delinquent.

(m) The Depositor or the originating lender has reported, or will report when due and has paid or will pay out of the Purchase Price, the amount of origination fees and consolidation rebate fees, if any, authorized to be collected with respect to each Financed Student Loan pursuant to Section 438(c) of the Higher Education Act to the Secretary for the period in which the fee was authorized to be collected.

(n) The Depositor or the originating lender has made any refund of origination fee collected in connection with any Financed Student Loan, which may be required pursuant to the Higher Education Act.

(o) The transactions contemplated by this Agreement are and will be in the ordinary course of the Depositor’s business, and the Depositor has valid business reasons for Transferring the Financed Student Loans rather than obtaining a secured loan with the Financed Student Loans as collateral. Both before and immediately after giving effect to any Transfer: (i) the Depositor Transferred or will Transfer the Financed Student Loans to the Trust without any intent to hinder, delay or defraud any current or future creditor of the Depositor; (ii) the Depositor was not engaged and was not about to engage, and will not engage in, any business or transaction for which any property remaining with the Depositor was or will constitute unreasonably small capital in relation to the business of the Depositor or the transaction; (iii) the Depositor did not intend or will not intend to incur, and did not believe or reasonably should not have believed, or will not believe or reasonably shall not have believed, that it would incur debts beyond its ability to pay as they become due; and (iv) the Depositor was not and will not be insolvent or did not or will not become insolvent as a result of any Transfer.

(p) Each Transfer of the Financed Student Loans (including all payments due or to become due thereunder) by the Depositor pursuant to this Agreement is not subject to and will not result in any tax, fee or governmental charge payable by the Trust or the Depositor to any federal, state or local government (“Transfer Taxes”) except such Transfer Taxes as are paid by the Depositor at the time of Transfer and except UCC filing fees. In the event that the Trust receives actual notice of any unpaid Transfer Taxes arising out of the Transfer of the Financed Student Loans, on written demand by the Trust, or upon the Depositor otherwise being given notice thereof, the Depositor shall pay, and otherwise indemnify and hold the Trust harmless therefor. The Depositor shall not be responsible for the Trust’s income taxes, if any.

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(q) The Depositor has conducted or caused to be conducted on its behalf a reasonable investigation of sufficient scope and content to enable it to make in good faith the representations and warranties contained in this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE

TRUST AND TRUST ELIGIBLE LENDER TRUSTEE

Each of the Trust and the Trust Eligible Lender Trustee, as applicable, hereby represents and warrants to the Depositor that, as of the date of this Agreement:

4.01 Formation and Authority. The Trust is a statutory trust validly created under the laws of the State of Delaware, and had at all relevant times and has all requisite power and authority under the Trust Agreement to enter into this Agreement and perform its obligations hereunder. The Trust Eligible Lender Trustee is an Ohio banking corporation, duly formed and validly existing under the laws of the State of Ohio, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The Trust Eligible Lender Trustee was at all relevant times and is an “eligible lender” under the provisions of the Higher Education Act.

4.02 Execution, Delivery; Valid and Binding Agreement. The authorization, execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which either the Trust or the Trust Eligible Lender Trustee is a party or by which either is bound or constitute a default thereunder; neither the Trust nor the Trust Eligible Lender Trustee is a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of either the Trust or the Trust Eligible Lender Trustee to perform its respective obligations under this Agreement. This Agreement constitutes a valid and binding obligation of each of the Trust and the Trust Eligible Lender Trustee enforceable against such party in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto, and no consent, approval or authorization is required in connection with the consummation of the transactions herein contemplated, except for those that have been obtained.

ARTICLE V

COVENANTS OF DEPOSITOR

The Depositor covenants and agrees with the Trust as follows:

5.01 Regarding Closing Conditions. The Depositor shall take all commercially reasonable actions necessary to cause the conditions applicable to itself and the Trust set forth in

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Section 7.01 to be satisfied and to consummate the transactions contemplated herein as soon as reasonably possible after the satisfaction thereof.

5.02 Regarding the Higher Education Act. The Depositor shall, both before and after each Closing Date, take all such action, or refrain from taking such action, to the extent necessary and reasonable to be taken or not taken by the Depositor in its capacity as assignor in order to comply with the requirements of the Higher Education Act, so that the receipt of Special Allowance Payments and Interest Subsidy Payments, if applicable, with respect to Financed Student Loans will not be adversely affected.

5.03 Regarding Perfection of Security Interest in Financed Student Loans. The Depositor shall furnish and file, and shall cause the Depositor Eligible Lender Trustee to furnish and file, if appropriate, any document reasonably requested by the Trust to perfect the Trust’s and the Trust Eligible Lender Trustee’s ownership interest in the Financed Student Loans.

5.04 Conditions Precedent to Repurchase Obligation. At the request of either the Trust or the Trust Eligible Lender Trustee, the Depositor shall repurchase, or, shall cause the Depositor Eligible Lender Trustee, as applicable, to repurchase, pursuant to the terms set forth in Section 5.05, each Financed Student Loan with respect to which:

(a) Any representation or warranty contained in Section 3.04 shall prove to be materially incorrect;

(b) The Secretary or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a Financed Student Loan, including any claim for Interest Subsidy Payments, Special Allowance Payments, insurance, reinsurance or Guarantee Payments due to any circumstance or event that occurred prior to the Transfer of such Financed Student Loan to the Trust; or

(c) On account of any wrongful or negligent act or omission of the Depositor or the Depositor Eligible Lender Trustee, the originating lender or its or their servicing agents, as the case may be, that occurred prior to the Transfer of a Financed Student Loan to the Trust, a defense that makes the Financed Student Loan unenforceable is asserted by a student borrower, maker or endorser, if any, of the Financed Student Loan with respect to his or her obligation to pay all or any of such Financed Student Loan.

5.05 Repurchase by Depositor. Upon the occurrence of any of the conditions set forth in Section 5.04 and upon the request of the Trust or any permitted assignee thereof under Section 10.05, the Depositor shall pay, or cause to be paid, to the Trust an amount equal to the same percentage of the then-outstanding Principal Balance of such Financed Student Loan as the Depositor originally paid in the Purchase Price for such Financed Student Loan, plus interest and Special Allowance Payments accrued and unpaid with respect to such Financed Student Loan from the applicable Closing Date to and including the date of repurchase, plus any attorneys’ fees, legal expenses, court costs, servicing fees or other expenses incurred by the Trust or the appropriate successors or assigns in connection with such Financed Student Loan and arising out of the reasons for the repurchase. With respect to any Financed Student Loan repurchased by the Depositor pursuant to this Agreement, the Trust Eligible Lender Trustee shall transfer, without

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recourse, representation or warranty, to the Depositor Eligible Lender Trustee, on behalf of Depositor all of Trust’s and the Trust Eligible Lender Trustee’s right, title and interest in and to such Financed Student Loan, and all security and documents relating thereto.

5.06 Regarding Tax Matters. The Depositor shall be responsible for all taxes attributable to the ownership of the Transferred Assets for all periods prior to the applicable Closing Date.

5.07 Regarding Reports from the Subservicer. The Depositor shall direct each Subservicer to deliver to the Indenture Trustee any and all reports that are prepared by the Subservicer relating to the transfer of the Financial Student Loans.

ARTICLE VI

COVENANTS OF THE TRUST AND THE

TRUST ELIGIBLE LENDER TRUSTEE

Each of the Trust and the Trust Eligible Lender Trustee covenants and agrees with the Depositor as follows:

6.01 Regarding Closing Conditions. Each of the Trust and the Trust Eligible Lender Trustee shall take all commercially reasonable actions necessary to cause the conditions applicable to itself set forth in Section 7.01 to be satisfied and to consummate the transactions contemplated herein as soon as reasonably possible after the satisfaction thereof.

6.02 Regarding the Higher Education Act and the Financed Student Loans. Each of the Trust and the Trust Eligible Lender Trustee shall, both before and after each Closing Date, take all such action, or refrain from taking such action, as is necessary to comply with the requirements of the Higher Education Act, so that the receipt of Special Allowance Payments and Interest Subsidy Payments, if applicable, with respect to the Financed Student Loans will not be adversely affected.

6.03 Regarding Tax Matters. The Trust shall be responsible for the payment of all taxes attributable to the ownership of the Transferred Assets for all periods after the applicable Closing Date; provided, however, that the Trust shall be responsible for the payment of such taxes only from the Transferred Assets.

6.04 Restrictions Regarding Bankruptcy. Neither the Trust nor the Trust Eligible Lender Trustee shall, for any reason, institute proceedings for the Depositor to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Depositor, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Depositor, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Depositor or a substantial part of the property of the Depositor or cause or permit the Depositor to make any assignment for the benefit of creditors, or admit in writing the inability of the Depositor to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Depositor or take any action in furtherance of any such action.

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ARTICLE VII

CONDITIONS TO CLOSING

7.01 Conditions to Closing. The obligation of each party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before each Closing Date:

(a) The respective representations and warranties of the Depositor, the Depositor Eligible Lender Trustee, the Trust and the Trust Eligible Lender Trustee set forth in Articles III and IV hereof, respectively, shall be true and correct in all material respects at and as of the applicable Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date;

(b) Each party shall have performed in all material respects all of the covenants and agreements required to be performed and complied with by it under this Agreement prior to the applicable Closing Date;

(c) Each party shall have obtained, or caused to be obtained, each consent and approval required in order to complete the transactions contemplated hereby including, without limitation, rating agency confirmations;

(d) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions;

(e) On the applicable Closing Date, the Depositor shall have received from the Trust the Purchase Price in immediately available funds;

(f) On the Initial Closing Date or each Subsequent Closing Date, as applicable, the Depositor, the Depositor Eligible Lender Trustee, the Trust or the Trust Eligible Lender Trustee, as applicable (and any other parties to each of the following agreements or instruments), shall have executed and delivered the following to the applicable parties, together with the execution and delivery of this Agreement (provided, however, that this Agreement shall be deem delivered immediately prior to, but nevertheless subject to, the delivery of the following agreements or instruments):

(1) On the Initial Closing Date, an executed original Administration Agreement between the Trust and the Administrator, or, if previously delivered, a confirmation thereof;

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(2) On the Initial Closing Date, an executed original Master Servicing Agreement between the Trust and the Master Servicer, or, if previously delivered, a confirmation thereof;

(3) On the Initial Closing Date and each Subsequent Closing Date, bills of sale, blanket endorsements and such other instruments of transfer, assignment and delivery as each of the Trust and the Trust Eligible Lender Trustee shall have reasonably requested pursuant to Section 2.02;

(4) On the Initial Closing Date and each Subsequent Closing Date, a certificate of an appropriate officer of the Depositor and the Depositor Eligible Lender Trustee, dated the applicable Closing Date, stating that the conditions set forth in subsections 7.01 (b) and (c) to be satisfied by the Depositor and the Depositor Eligible Lender Trustee, respectively, have been satisfied; and

(5) On the Initial Closing Date, (a) legal opinions, in form and substance satisfactory to the parties listed in subsection 7.01(a) and their counsel, with respect to the organization and authority of the Depositor and Trust and such other matters as such counsel may reasonably require and (b) such other opinions, documents, instruments and agreements as Thompson Hine LLP, the Trust or the Trust Eligible Lender Trustee, or their respective counsels, may request.

(6) On the Initial Closing Date and each Subsequent Closing Date, a certificate of each Subservicer to the effect that:

(A) the Financed Student Loans identified on Exhibit A to such certificate were transferred to Lender Identification Number 834042 and the applicable portfolio number and are being serviced on behalf of the Trust by the Subservicer pursuant to the applicable subservicing agreement between, inter alia, such Subservicer and the Master Servicer; and

(B) the loan files relating to the Financed Student Loans set forth on Exhibit A to such certificate are in the possession of the Subservicer.

(7) On the Initial Closing Date and each Subsequent Closing Date, a certificate of the Indenture Trustee certifying that the Financed Student Loans listed on each Subservicer Certificate delivered pursuant to Section 7.01(f)(6) above are the same Financed Student Loans listed on Appendix D-1 hereto.

(8) On the Initial Closing Date and each Subsequent Closing Date, a certificate of the Indenture Trustee confirming that the amount of

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premium paid as part of the Purchase Price does not exceed the amount of premium reflected in the most recent cash flows approved by the rating agencies.

ARTICLE VIII

TERMINATION

8.01 Termination. This Agreement may be terminated at any time:

(a) by the mutual consent of the Depositor and the Trust; or

(b) by either the Depositor or the Trust if there has been a material misrepresentation, breach of warranty or breach of covenant on the part of the other in the representations, warranties and covenants set forth in this Agreement.

8.02 Effect of Termination. In the event of termination of this Agreement by either the Depositor or the Trust as provided in Section 8.01,

(a) if such termination occurs prior to the Initial Closing Date, this Agreement shall become void and there shall be no liability on the part of the Depositor or the Trust, or their respective employees, officers, directors, members or trustees, except that Sections 7.01, 9.01. 9.01, 9.03, 10.01 and 10.09 hereof shall survive indefinitely, and except with respect to willful breaches of this Agreement prior to the time of such termination; and

(b) if such termination occurs after the Initial Closing Date, this Agreement shall become void and there shall be no liability on the part of the Depositor or the Trust, or their respective employees, officers, directors, members or trustees, except that Sections 3.04, 5.04, 5.05, 7.01, 10.01 and 10.09 hereof shall survive indefinitely, and except with respect to willful breaches of this Agreement prior to the time of such termination.

ARTICLE IX

INDEMNIFICATION

9.01 Indemnification by the Depositor. The Depositor agrees to indemnify the Trust and its employees, officers, directors, members and trustees (the “Trust Indemnified Parties”) with respect to, and hold the Trust Indemnified Parties harmless from, any loss, liability or expense (including, but not limited to, reasonable legal fees) which the Trust Indemnified Parties may directly or indirectly incur or suffer by reason of, or which results, arises out of or is based upon the failure of the Depositor to comply with any covenants or other commitments made by the Depositor in this Agreement or any other agreement or document delivered by the Depositor in connection herewith.

9.02 Indemnification by the Trust. The Trust agrees to indemnify the Depositor and its officers, directors, employees and trustees (the “Depositor Indemnified Parties”) with respect to, and hold the Depositor Indemnified Parties harmless from, any loss, liability or expense (including, but not limited to, reasonable legal fees) which the Depositor Indemnified

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Parties may directly or indirectly incur or suffer by reason of, or which results, arises out of or is based upon the failure of the Trust to comply with any covenants or other commitments made by the Trust in this Agreement or any other agreement or document delivered by the Trust in connection herewith.

9.03 Legal Proceedings. In the event the Depositor or the Trust becomes involved in any legal, governmental or administrative proceeding which may result in indemnification claims hereunder, such party shall promptly notify the other party against whom indemnity may be sought (the “Indemnifying Party”) in writing and in full detail of the filing, and of the nature of such proceeding. The Indemnifying Party may, at its option and expense, defend any such proceeding if the proceeding could give rise to an indemnification obligation hereunder. If the Indemnifying Party elects to defend any proceeding, it shall have full control over the conduct of such proceeding, although each party being indemnified shall have the right to retain legal counsel at its own expense and shall have the right to approve any settlement of any dispute giving rise to such proceeding, provided that such approval may not be withheld unreasonably by the party being indemnified. The party being indemnified shall reasonably cooperate with the Indemnifying Party in such proceeding.

ARTICLE X

MISCELLANEOUS

10.01 Expenses. Except as otherwise expressly provided for herein, each party will pay all of its respective expenses incurred (including attorneys’ and accountants’ fees) in connection with the negotiation of this Agreement, the performance of its respective obligations hereunder and the consummation of the transactions contemplated by this Agreement (whether consummated or not).

10.02 Further Assurances. Each of the Depositor, the Depositor Eligible Lender Trustee, the Trust and the Trust Eligible Lender Trustee agrees that, on and after each Closing Date, it shall take all appropriate action and execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out the transfers of assets and assumptions of liabilities provided for herein.

10.03 Amendment and Waiver. This Agreement may be amended in writing by the parties thereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement.

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10.04 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when personally delivered or three business days after being mailed by first class U.S. mail, return receipt requested, or when receipt is acknowledged, if sent by facsimile, telecopy or other electronic transmission device. Notices, demands and communications to the parties will, unless another address is specified in writing, be sent to the address indicated below:

Notices to the Depositor:	Education Funding Capital I, LLC
	Six East Fourth Street, Suite 310-A
	Cincinnati, Ohio 45202
	Attention: Perry D. Moore
Notices to the Trust:	Education Funding Capital Trust-IV
	c/o U.S. Bank National Association
	CN-WN-06CT
	425 Walnut Street, 5th Floor
	Cincinnati, Ohio 45202
	Attention: Corporate Trust
with copies of all notices to:	Thompson Hine LLP
	312 Walnut Street, Suite 1400
	Cincinnati, Ohio 45202-4029
	Attention: Patricia Mann Smitson, Esq.

10.05 Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto; provided, however, that the Trust may assign its rights under this Agreement to the Indenture Trustee, as such party is identified in, and in connection with the transactions contemplated by, the Indenture.

10.06 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10.07 Complete Agreement. This Agreement and the documents referred to herein contain the complete agreement between the parties and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.

10.08 Counterparts. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument.

10.09 Governing Law. The law, without regard to conflicts of laws principles, of the State of Ohio will govern all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day, month and year first above written.

EDUCATION FUNDING CAPITAL I, LLC a Delaware limited liability company (“Depositor”)		FIFTH THIRD BANK, a Ohio banking corporation not in its individual capacity, but solely as eligible lender trustee on behalf of the Depositor (“Depositor Eligible Lender Trustee”)
By:	/s/    PERRY D. MOORE	By:	/s/    CRAIG W. TULEY
Name:	Perry D. Moore	Name:	Craig W. Tuley
Title:	Executive Vice President – Finance	Title:	Vice President
EDUCATION FUNDING CAPITAL TRUST-IV By: U.S. Bank National Association not in its individual capacity, but solely as Co-Owner Trustee of EDUCATION FUNDING CAPITAL TRUST-IV (“Trust”)		FIFTH THIRD BANK, a Ohio banking corporation not in its individual capacity, but solely as eligible lender trustee on behalf of EDUCATION FUNDING CAPITAL TRUST-IV (“Trust Eligible Lender Trustee”)
By:	/s/    DANIEL R. BLEY	By:	/s/    CRAIG W. TULEY
Name:	Daniel R. Bley	Name:	Craig W. Tuley
Title:	Vice President & Trust Officer	Title:	Vice President

APPENDIX A

to

Depositor Transfer and Sale Agreement,

dated as of May 1, 2004

DEFINITIONS AND USAGE

Usage

The following rules of construction and usage shall be applicable to any instrument that is governed by this Appendix:

(a) All terms defined in this Appendix shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.

(b) The words “hereof,” “herein,” “hereunder” and words of similar import when used in an instrument refer to such instrument as a whole and not to any particular provision or subdivision thereof; references in an instrument to “Article,” “Section” or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section or subdivision of or an attachment to such instrument; and the term “including” means “including without limitation.”

(c) The definitions contained in this Appendix are equally applicable to both the singular and plural forms, as well as to past, present and future tense of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(d) Any agreement, instrument or statute defined or referred to below or in any agreement or instrument that is governed by this Appendix means such agreement or instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.

Definitions

“Administration Agreement” shall mean the Administration Agreement, dated as of May 1, 2004 between the Administrator and the Trust, as amended or restated from time to time.

“Administrator” shall mean Education Lending Services, Inc. in its capacity as Administrator of the Trust, or any successor thereto as permitted by the Administration Agreement.

“Appendix D” shall mean Appendix D-1 with respect to the Initial Closing Date and an additional Appendix D, sequentially numbered in ascending order beginning with Appendix D-2 on the first Subsequent Closing Date, with respect to each Subsequent Closing Date, collectively referred to herein as Appendix D.

A-1

“Co-Owner Trustee” shall mean U.S. Bank National Association, not in its individual capacity but solely as co-owner trustee of the Trust, and its successors and assigns.

“Consolidation Loan Rebate Amount” means the payment due to the Secretary of Education pursuant to Section 428C(f) of the Higher Education Act.

“Depositor” shall mean Education Funding Capital I, LLC, a limited liability company formed under the laws of the State of Delaware, and its successors and assigns.

“Depositor Eligible Lender Trust Agreement” shall mean the Eligible Lender Trust Agreement, dated as of May 1, 2002, between Depositor and the Depositor Eligible Lender Trustee, not in its individual capacity, but solely in its capacity as eligible lender trustee on behalf of the Depositor, and its successor and assigns, as amended or restated from time to time.

“Depositor Eligible Lender Trustee” shall mean Fifth Third Bank, not in its individual capacity, but solely in its capacity as eligible lender trustee on behalf of the Depositor under the Depositor Eligible Lender Trust Agreement, and its successor and assigns.

“ELG Transfer Agreement” shall mean that certain Transfer and Sale Agreement, dated as of May 1, 2004 by and among Education Lending Group, Inc. (“Education Lending Group”), Fifth Third Bank, not in its individual capacity but solely as Eligible Lender Trustee on behalf of Education Lending Group, the Depositor and the Depositor Eligible Lender Trustee.

“ELS” shall mean Education Lending Services, Inc., a corporation formed under the laws of Delaware, and its successors and assigns.

“Financed Student Loans” shall mean, collectively, the student loans identified by the lender identification numbers, portfolio numbers or other identifying numbers described in the applicable Appendix D hereto.

“Guarantee” or “Guaranteed” shall mean, with respect to a Financed Student Loan, the guarantee by the Guarantee Agency, pursuant to such Guaranty Agency’s Guarantee Agreement, of the maximum percentage of the principal of and accrued interest on such Financed Student Loan allowed by terms of the Higher Education Act with respect to such Financed Student Loans at the time it was originated and the coverage of such Financed Student Loan by the federal reimbursement contracts, providing, among other things, for reimbursement to the Guarantee Agency for losses incurred by it on defaulted Financed Student Loans guaranteed by it of at least the minimum reimbursement allowed by the Higher Education Act with respect to a particular Financed Student Loan.

“Guarantee Agency” shall mean any entity authorized to guaranty student loans under the Higher Education Act and with which the Depositor Eligible Lender Trustee or the Trust Eligible Lender Trustee maintains a Guarantee Agreement.

“Guarantee Agreement” shall mean an agreement between a Guarantee Agency and either the Depositor Eligible Lender Trustee or the Trust Eligible Lender Trustee providing for the Guarantee by such Guarantee Agency of the principal of and accrued interest on the Financed Student Loans.

A-2

“Guarantee Program” shall mean a Guarantee Agency’s student loan guaranty program pursuant to which such Guarantee Agency guarantees or insures student loans.

“Higher Education Act” shall mean Title IV, Part B of the Higher Education Act of 1965, as amended, or any successor federal act, and all regulations, directives and guidelines promulgated thereunder from time to time.

“Indenture” shall mean the Indenture of Trust dated as of May 1, 2004 among the Trust, the Indenture Trustee, and the Trust Eligible Lender Trustee on behalf of the Trust.

“Indenture Trustee” shall mean U.S. Bank National Association, not in its individual capacity but solely as indenture trustee under the Indenture.

“Interest Subsidy Payments” shall mean payments, designated as such, consisting of interest subsidies by the Department of Education in respect of Financed Student Loans originated under the Higher Education Act to the Trust Eligible Lender Trustee on behalf of the Trust in accordance with the Higher Education Act.

“Master Promissory Note” shall mean a Master Promissory Note in the form mandated by Section 432(m)(1)(D) of the Higher Education Act.

“Master Servicer” shall mean ELS, in its capacity as Master Servicer of the Financed Student Loans, or any permitted successor Master Servicer under the Master Servicing Agreement.

“Master Servicing Agreement” shall mean the Master Servicing Agreement, dated as of May 1, 2004 among the Master Servicer, the Trust, the Trust Eligible Lender Trustee and the Indenture Trustee, as amended or restated from time to time.

“Principal Balance” shall mean the aggregate unpaid principal balance of the Financed Student Loans as set forth in the applicable Appendix D.

“Purchase Agreements” shall mean the ELG Transfer Agreement, in each case as from time to time amended or supplemented in accordance with the terms thereof, and in each case only to the extent that each such Purchase Agreement covers Financed Student Loans.

“Purchase Price” shall mean the sum of (i) the outstanding principal balance, accrued interest and premium with respect to the Financed Student Loans minus (ii) 100% of the accrued and unpaid Consolidation Loan Rebate Amount from the beginning of the calendar month in which the Closing Date occurs to and including the Closing Date, as set forth in the applicable Appendix D; provided however that the amount of premium paid will not exceed the amount of premium reflected in the most recent cash flows approved by the rating agencies.

“Secretary” shall mean the Secretary of the United States Department of Education, an agency of the federal government, or any successor to the functions thereof under the Higher Education Act.

A-3

“Special Allowance Payments” shall mean payments, designated as such, consisting of effective interest subsidies by the Department of Education to the Trust Eligible Lender Trustee in accordance with the Higher Education Act in respect of the Financed Student Loans originated under the Act.

“Subservicer” shall mean Great Lakes Educational Loan Services, Inc. or ACS Education Services, Inc., in its capacity as Subservicer of the Financed Student Loans, and/or any permitted Subservicer, under the Master Servicing Agreement.

“Transfer” shall mean, and it is the intention of the parties hereto that it mean, with respect to the Transferred Assets, the sale, transfer, assignment and conveyance of, or to sell, transfer, assign and convey, the Transferred Assets, provided, however, that if a court of competent jurisdiction were to hold that any such sale, transfer, assignment or conveyance were not a sale, transfer, assignment and conveyance, then with respect to the Transferred Assets, “Transfer” shall be deemed to mean (i) a conveyance of a valid and binding lien on and a security interest in, or (ii) to convey a valid and binding lien on and a security interest in, the Transferred Assets.

“Transferred Assets” shall mean all rights of the Depositor and Depositor Eligible Lender Trustee in and to the Financed Student Loans listed on the applicable Appendix D, including all collections received and to be received with respect thereto for the period on and after the date of the Transfer, the Guarantee Agreements with respect thereto and the Purchase Agreements.

“Trust” shall mean Education Funding Capital Trust-IV, the statutory trust created under the laws of the State of Delaware by the Trust Agreement.

“Trust Agreement” shall mean the Trust Agreement, dated as of April 2, 2004 (“Initial Trust Agreement”) among the Depositor, Wilmington Trust Company, as Owner Trustee and U.S. Bank National Association as Co-Owner Trustee as subsequently amended and restated as of May 1, 2004 (the “Amended and Restated Trust Agreement,” together with the Initial Trust Agreement, the “Trust Agreement”) among the Depositor, the Owner Trustee, and the Co-Owner Trustee, acknowledged and agreed to by the Trust Eligible Lender Trustee, as amended or restated from time to time.

“Trust Eligible Lender Trust Agreement” shall mean the Amended and Restated Eligible Lender Trust Agreement, dated as of May 1, 2004 between the Trust and the Trust Eligible Lender Trustee, not in its individual capacity, but solely in its capacity as eligible lender trustee on behalf of the Trust, as amended or restated from time to time.

A-4

APPENDIX B

to

Depositor Transfer and Sale Agreement,

dated as of May 1, 2004

FORM OF ADMINISTRATION AGREEMENT

B-1

APPENDIX C

to

Depositor Transfer and Sale Agreement,

dated as of May 1, 2004

FORM OF MASTER SERVICING AGREEMENT

C-1

EX-99.4

EXHIBIT 99.4

ADMINISTRATION AGREEMENT

between

EDUCATION FUNDING CAPITAL I, LLC

as Depositor

and

EDUCATION LENDING SERVICES, INC.

as Administrator

dated as of May 1, 2004

Administration Agreement (Depositor)

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	DEPOSITOR DOCUMENTS	2
SECTION 3.	TRANSFER AND SALE AGREEMENTS	3
SECTION 4.	OTHER DUTIES WITH RESPECT TO THE DEPOSITOR DOCUMENTS	4
SECTION 5.	HIGHER EDUCATION ACT	4
SECTION 6.	OTHER ADMINISTRATIVE SERVICES	4
SECTION 7.	EXCEPTIONS	6
SECTION 8.	EMPLOYEES; OFFICES	6
SECTION 9.	NON-MINISTERIAL MATTERS	6
SECTION 10.	COMPENSATION	6
SECTION 11.	REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR	7
SECTION 12.	REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR	8
SECTION 13.	TERM	9
SECTION 14.	OBLIGATION TO SUPPLY INFORMATION	9
SECTION 15.	LIABILITY OF ADMINISTRATOR	9
SECTION 16.	MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF, THE ADMINISTRATOR	10
SECTION 17.	ADMINISTRATOR DEFAULT	11
SECTION 18.	APPOINTMENT OF SUCCESSOR	12
SECTION 19.	RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES	12

i

Administration Agreement (Depositor)

SECTION 20.	NOTICES	12
SECTION 21.	AMENDMENT	14
SECTION 22.	ASSIGNMENT	14
SECTION 23.	INDEPENDENCE OF ADMINISTRATOR	14
SECTION 24.	NO JOINT VENTURE	14
SECTION 25.	OTHER ACTIVITIES OF ADMINISTRATOR	14
SECTION 26.	NO PETITION	15
SECTION 27.	LIMITED RECOURSE	15
SECTION 28.	GOVERNING LAW	15
SECTION 29.	ENTIRE AGREEMENT	15
SECTION 30.	SUCCESSORS; COUNTERPARTS	15
SECTION 31.	CAPTIONS	15

ii

Administration Agreement (Depositor)

ADMINISTRATION AGREEMENT

THIS ADMINISTRATION AGREEMENT (this “Administration Agreement”) is made as of May 1, 2004 between EDUCATION FUNDING CAPITAL I, LLC, a Delaware limited liability company (the “Depositor”) and EDUCATION LENDING SERVICES, INC., a Delaware corporation, as administrator (the “Administrator”) under the circumstances set forth below. (Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture of Trust dated as of May 1, 2004 (the “Indenture”) among Education Funding Capital Trust-III, U.S. Bank National Association, as indenture trustee and Fifth Third Bank, as trust eligible lender trustee.)

RECITALS

A. The Depositor is engaged in the acquisition from the Seller of Financed Student Loans.

B. Pursuant to the Basic Documents to which the Depositor is a party (collectively, the “Depositor Documents”), the Depositor is obligated to perform certain duties and responsibilities under the Depositor Documents and in connection with the assets and obligations thereunder.

C. The Depositor has requested that the Administrator provide advice and assistance to the Depositor and perform various services for and duties of the Depositor, including the duties and responsibilities of the Depositor under the Depositor Documents and in connection with the assets and obligations thereunder.

D. The Depositor desires to avail itself of the experience, advice and assistance of the Administrator and to have the Administrator perform various financial, statistical, accounting and other services for and duties of the Depositor, and the Administrator has the capacity and is willing to furnish such services on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. For all purposes of this Administration Agreement, the following terms shall have the following meanings:

“Affiliate” shall mean any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Administrator or the Depositor. For purposes

Administration Agreement (Depositor)

of this definition, “control” means the power to direct management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Payment Date” shall mean the last Business Day of each calendar month.

Section 2. Depositor Documents. The Administrator shall cause the duties and responsibilities of the Depositor under the Depositor Documents to be performed, including but not limited to the actions set forth below. The Administrator shall advise the Depositor when action by the Depositor is necessary to comply with the Depositor’s duties under the Depositor Documents and the agreements relating thereto. The Administrator shall prepare for execution, if required, by the Depositor or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Depositor to prepare, file or deliver pursuant to the Depositor Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action, including but not limited to, the following:

(a) obtaining and preserving the Depositor’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Depositor Documents;

(b) arranging for the delivery of any opinions of counsel and certificates of officers of the Depositor and other statements required under the relevant provisions of the Depositor Documents;

(c) monitoring the Depositor’s obligations as to the satisfaction and discharge of the Depositor Documents and preparing any certificates of officers of the Depositor and obtaining any opinions of counsel required in connection therewith;

(d) taking such actions as may be required of the Depositor under the Depositor Documents upon the occurrence and continuance of an event of default thereunder;

(e) preparing and, after execution by the Depositor, filing with the Commission and any applicable State agencies, documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies;

(f) taking such actions as may be required of the Depositor under any agreement between the Depositor and other parties relating to the Depositor Documents;

(g) pursuant to the Master Servicing Agreement, providing to the Master Servicer (or the Master Servicer’s bailee) from time to time, as necessary, and requiring that

2

Administration Agreement (Depositor)

the Master Servicer (or the Master Servicer’s bailee) maintain physical custody and possession of, documentation and information relating to Student Loans transferred to the Depositor and, on and after each applicable date on which Student Loans are to be purchased (the “Loan Purchase Date”), Student Loans sold and transferred to the Depositor on each such Loan Purchase Date, including the documents evidencing such Student Loans and such additional documentation or information relating to such Student Loans as is reasonably required for the Student Loans to be properly serviced by the Master Servicer;

(h) cause to be paid to the Seller on behalf of the Depositor solely from funds of the Depositor all amounts to be paid by the Depositor pursuant to the Transfer and Sale Agreements;

(i) promptly after each Loan Purchase Date, providing the Master Servicer with all information as may be required under the Master Servicing Agreement;

(j) causing to be paid to the Master Servicer on behalf of the Depositor solely from funds of the Depositor the Master Servicing Fee;

(k) performing all audits of records and accounts that the Depositor from time to time may be permitted or required to perform under the Master Servicing Agreement;

(l) preparing all other documents, reports, filings, instruments, certificates and opinions as it is the duty of the Depositor to prepare, file or deliver pursuant to the Depositor Documents; and

(m) in the event of the default of the Master Servicer under the Master Servicing Agreement, or default of any other party to any other Depositor Document, taking all reasonable steps available to enforce the Depositor’s rights under such documents in respect of such default.

Section 3. Transfer and Sale Agreements. The Administrator shall take the actions necessary to cause the duties of the Depositor to be carried out under the provisions of Transfer and Sale Agreements entered into by the Depositor. The Administrator also shall enforce the rights of the Depositor under the applicable provisions of such Transfer and Sale Agreements to require the Seller to repurchase certain Student Loans that have been transferred to the Depositor, including but not limited to providing notice to the Master Servicer of each such repurchase request, endorsing to the Master Servicer each Student Loan to be repurchased by the Seller and taking all other actions necessary to enforce the Depositor’s rights of recourse against the Seller.

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Administration Agreement (Depositor)

Section 4. Other Duties with Respect to the Depositor Documents.

(a) In addition to the duties of the Administrator set forth above, the Administrator shall perform such calculations and shall prepare for execution by the Depositor or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Depositor to prepare, file or deliver pursuant to the Depositor Documents, and shall take all appropriate action that it is the duty of the Depositor to take pursuant to the Depositor Documents. The Administrator shall administer, perform or supervise the performance of such other activities in connection with the Depositor Documents as the Depositor is obligated to perform and are not covered by any of the foregoing provisions and as are reasonably within the capability of the Administrator.

(b) In carrying out the foregoing duties or any of its other obligations under this Administration Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be, in the Administrator’s opinion, no less favorable to the Depositor than would be available from unaffiliated parties.

Section 5. Higher Education Act. The Administrator shall take all actions that are necessary to cause the Depositor to comply with the requirements of the Act and the applicable Guaranty Agencies with respect to Student Loans originated under the Act.

Section 6. Other Administrative Services. The Depositor hereby authorizes the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, all administrative services necessary or desirable in connection with the Depositor’s existence as a bankruptcy-remote special purpose entity holding the assets described hereunder, including but not limited to the following:

(a) subject to the directions of the authorized representatives of the Depositor, carrying out and performing the day-to-day business activities of the Depositor;

(b) providing, or causing to be provided, all clerical and bookkeeping services necessary and appropriate for the Depositor, including, without limitation, the following services:

(i) maintaining general accounting records of the Depositor, and preparing for audit such periodic financial statements as may be necessary or appropriate;

(ii) maintaining records of deposit accounts of the Depositor established under the Depositor Documents or otherwise, authorizing withdrawals from such accounts on behalf of the Depositor and taking all other actions on behalf of the Depositor as may be necessary with respect to such accounts;

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Administration Agreement (Depositor)

(iii) (A) preparing for execution by the Depositor and causing to be filed on behalf of the Depositor such income, franchise or other tax returns of the Depositor as shall be required to be filed by applicable law, and (B) causing to be paid by the Depositor, solely out of funds of the Depositor, any taxes required to be paid by the Depositor by applicable law;

(iv) assisting in preparing for execution by the Depositor amendments to and waivers under the Depositor Documents and any other documents or instruments deliverable by the Depositor thereunder or in connection therewith;

(v) holding, maintaining and preserving executed copies of the Depositor Documents (to the extent applicable) and other documents or instruments executed by the Depositor thereunder or in connection therewith;

(vi) assisting in giving such other notices, consents and other communications that the Depositor may from time to time be required or permitted to give under any of the Depositor Documents or other documents executed by the Depositor thereunder or in connection therewith;

(vii) facilitating the annual audit of the financial statements of the Depositor; and

(viii) taking such other actions as may be incidental or reasonably necessary to accomplish the actions of the Administrator authorized under this subsection (b).

(c) assisting the Depositor in carrying out the investment and reinvestment of the funds of the Depositor in accordance with the investment policies adopted by the Depositor from time to time;

(d) preparing or updating any offering memorandum in connection with the performance by the Depositor through the Administrator of its obligations under the Depositor Documents or other documents executed thereunder or in connection therewith; and

(e) undertaking such other administrative services as may be required by the Depositor.

If the Administrator or the Depositor deems it necessary or desirable, any of the foregoing administrative services may be subcontracted by the Administrator. Costs and

5

Administration Agreement (Depositor)

expenses associated with such subcontracting incurred by the Administrator shall be paid by the Depositor in accordance with Section 10 hereof.

Section 7. Exceptions. Notwithstanding anything to the contrary in this Administration Agreement, the Administrator shall not be obligated to, and shall not take any action that the Depositor directs the Administrator not to take on the Depositor’s behalf.

Section 8. Employees; Offices. All services to be furnished by the Administrator under this Administration Agreement may be furnished by an officer or employee of the Administrator or any other Person or agent designated or retained by the Administrator.

The Administrator agrees to provide office space, together with appropriate materials and any necessary support personnel, for performing the day-to-day business activities of the Depositor, all for the compensation provided in Section 10 hereof.

Section 9. Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Depositor of the proposed action and the Depositor shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(a) the initiation of any claim or lawsuit by the Depositor and the compromise of any action, claim or lawsuit brought by or against the Depositor (other than in connection with the collection of the Student Loans); or

(b) the amendment, change or modification of the Depositor Documents;

Section 10. Compensation. Subject to Section 4.03 of the Indenture, on each Payment Date, the Depositor shall pay to the Administrator, as compensation for its services specified hereunder, a fee in the amount of 0.01% (on a per annum basis) of the average principal balance of the Financed Student Loans during the preceding calendar month. If at any time the Depositor requests the Administrator to perform any additional services not specified hereunder, the Depositor shall pay the Administrator such additional fees in respect thereof as shall be agreed to by the Depositor and the Administrator. The Depositor agrees to reimburse the Administrator for all reasonable expenses, disbursements and advances incurred or made by the Administrator in connection with the performance of this Administration Agreement, including, but not limited to, the fees and expenses of subcontracting, any independent accountants and outside counsel, which reimbursement shall relate to amounts incurred in a calendar month and shall be payable by the Depositor to the Administrator on the next succeeding Payment Date. In addition, to the extent that any officers of the Depositor are also officers of the Administrator, the Depositor shall also pay to the Administrator a management fee in order for the Administrator to compensate such officers for their services for the Depositor.

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Administration Agreement (Depositor)

The Depositor and the Administrator agree that payments to the Administrator shall be made out of the general funds of the Depositor and not out of any funds held under the Indenture.

Section 11. Representations and Warranties of the Depositor. The Depositor makes the following representations:

(a) Organization and Good Standing. The Depositor is duly organized and validly existing with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b) Power and Authority. The Depositor has the power and authority to execute and deliver this Administration Agreement and to carry out its terms, and the execution, delivery and performance of this Administration Agreement have been duly authorized by the Depositor by all necessary action.

(c) Binding Obligation. This Administration Agreement constitutes a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.

(d) No Violation. The consummation of the transactions contemplated by this Administration Agreement and the fulfillment of the terms hereof or thereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the Certificate of Formation or the Limited Liability Company Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it or its properties are bound; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument; nor violate any law or, to the knowledge of the Depositor, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.

(e) No Proceedings. There are no proceedings or investigations pending against the Depositor or, to its best knowledge, threatened against the Depositor, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Administration Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Administration Agreement or (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Administration Agreement.

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Administration Agreement (Depositor)

(f) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any court, regulatory body, administrative agency or other governmental instrumentality required to be obtained, effected or given by the Depositor in connection with the execution and delivery by the Depositor of this Administration Agreement and the performance by the Depositor of the transactions contemplated by this Administration Agreement have been duly obtained, effected or given and are in full force and effect.

Section 12. Representations and Warranties of the Administrator. The Administrator makes the following representations:

(a) Organization and Good Standing. The Administrator is duly organized and validly existing with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b) Power and Authority. The Administrator has the power and authority to execute and deliver this Administration Agreement and to carry out its terms, and the execution, delivery and performance of this Administration Agreement have been duly authorized by the Administrator by all necessary corporate action.

(c) Binding Obligation. This Administration Agreement constitutes a legal, valid and binding obligation of the Administrator enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.

(d) No Violation. The consummation of the transactions contemplated by this Administration Agreement and the fulfillment of the terms hereof or thereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the Articles of Incorporation or By-laws of the Administrator, or any indenture, agreement or other instrument to which the Administrator is a party or by which it or its properties are bound; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument; nor violate any law or, to the knowledge of the Administrator, any order, rule or regulation applicable to the Administrator of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties.

(e) No Proceedings. There are no proceedings or investigations pending against the Administrator or, to its best knowledge, threatened against the Administrator, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties: (i) asserting the invalidity of this Administration Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Administration Agreement or (iii) seeking any determination or ruling that could reasonably

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Administration Agreement (Depositor)

be expected to have a material and adverse effect on the performance by the Administrator of its obligations under, or the validity or enforceability of, this Administration Agreement.

(f) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any court, regulatory body, administrative agency or other governmental instrumentality required to be obtained, effected or given by the Administrator in connection with the execution and delivery by the Administrator of this Administration Agreement and the performance by the Administrator of the transactions contemplated by this Administration Agreement have been duly obtained, effected or given and are in full force and effect.

Section 13. Term. Subject to the terms hereof, the Administrator may resign at any time. The Administrator or the Depositor may terminate this Administration Agreement upon at least 45 days’ written notice to the other party.

Section 14. Obligation to Supply Information. The Depositor shall prepare and supply, or cause the other parties to the Depositor Documents to prepare and supply, the Administrator with such information regarding the performance of the Depositor Documents as the Administrator may from time to time reasonably request in connection with the performance of its obligations hereunder.

Section 15. Liability of Administrator. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement.

The Administrator shall indemnify, defend and hold harmless the Depositor, and any of the officers, directors, employees and agents of the Depositor, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Depositor through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Depositor shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Depositor after it has assumed such defense.

For purposes of this Section 15, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 18 hereof) pursuant to Section 13 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Depositor elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 18 hereof.

9

Administration Agreement (Depositor)

Indemnification under this Section 15 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 15 and the Depositor thereafter collects any of such amounts from others, the Depositor promptly shall repay such amounts to the Administrator, without interest.

Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Depositor except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided, however, that these provisions shall not protect the Administrator or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties hereunder and that in its opinion may involve it in any expense or liability; provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement, the Depositor Documents and the rights and duties of the parties to this Administration Agreement and the Depositor Documents.

Section 16. Merger or Consolidation of, or Assumption of the Obligations of, the Administrator. Any Person (a) into which the Administrator may be merged or consolidated, (b) that may result from any merger or consolidation to which the Administrator shall be a party or (c) that may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any documents or any further act by any of the parties to this Administration Agreement; provided, however, that the Administrator hereby covenants that, if the surviving Administrator is other than Education Lending Services, Inc. or an Affiliate, it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator executes an agreement of assumption to perform every obligation of the Administrator under this Administration Agreement and (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 12 hereof has been breached and no Administrator Default (as defined in Section 17 hereof), and no event that, after notice or lapse of time, or both, would become an Administrator Default has occurred and is continuing. Anything in this Section 16 to the contrary notwithstanding, the Administrator may at any time assign its rights, obligations and duties under this Administration Agreement to an Affiliate.

10

Administration Agreement (Depositor)

Section 17. Administrator Default. The occurrence and continuance of any one of the following events shall constitute an “Administrator Default”:

(a) any failure by the Administrator duly to observe or to perform in any material respect any covenant or agreement of the Administrator set forth in this Administration Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure has been given to the Administrator by the Depositor;

(b) (i) having entered involuntarily against it an order for relief under the federal bankruptcy laws or any similar state or federal law, (ii) not paying, or admitting in writing its inability to pay, its debts generally as they become due or suspending payment of its obligations, (iii) making an assignment for the benefit of creditors, (iv) applying for, seeking, consenting to, or acquiescing in, the appointment of a receiver, custodian, trustee, conservator, liquidator or similar official for it or any substantial part of its property, (v) instituting any proceeding seeking to have entered against it an order for relief under the federal bankruptcy laws or any similar state or federal law to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshaling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization, or relief of debtors or failing to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) failing to contest in good faith any appointment or proceeding described in Section 17(c) hereof or (vii) taking any action in furtherance of any of the foregoing purposes; or

(c) the appointment of a custodian, receiver, trustee, conservator, liquidator or similar official for the Administrator or any substantial part of the property of the Administrator, or the institution of a proceeding described in Section 17(b)(v) hereof against the Administrator, which appointment continues undischarged or which proceeding continues undismissed or unstayed for a period of 60 or more days.

In the case of any Administrator Default, so long as such Administrator Default has not been remedied, the Depositor shall, by written notice to the Administrator of such Administrator Default, terminate all of the rights and obligations (other than the obligations set forth in Section 15 hereof) of the Administrator under this Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Administration Agreement shall, without further action, be carried out by the Depositor or shall pass to and be vested in such successor Administrator as may be appointed under Section 18 hereof; and, without limitation, the Depositor is hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all

11

Administration Agreement (Depositor)

other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Administration Agreement. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with amending this Administration Agreement to reflect such succession as Administrator pursuant to this Section 17 shall be paid by the predecessor Administrator upon presentation of reasonable documentation of such costs and expenses.

Section 18. Appointment of Successor.

(a) Upon receipt by the Administrator of notice of termination pursuant to Section 13 hereof, or the resignation by the Administrator in accordance with the terms of this Administration Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Administration Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the date a successor Administrator is appointed by the Depositor. In the event of the termination or resignation hereunder of the Administrator, the Depositor may appoint a successor Administrator. Any such successor Administrator shall accept its appointment by a written assumption.

(b) Upon appointment, the successor Administrator shall be the successor in all respects to the predecessor Administrator and shall be subject to all of the responsibilities, duties and liabilities placed on the predecessor Administrator that arise thereafter or are related thereto and shall be entitled to payment of compensation in accordance with the terms of this Administration Agreement, or such other terms as are agreed to by the Depositor, and all of the rights granted to the predecessor Administrator by the terms and provisions of this Administration Agreement.

Section 19. Reliance on Information Obtained from Third Parties. The Depositor recognizes that the accuracy and completeness of the records maintained and the information supplied by the Administrator hereunder is dependent upon the accuracy and completeness of the information obtained by the Administrator from the parties to the Depositor Documents and other sources and the Administrator shall not be responsible for any inaccuracy in the information so obtained or for any inaccuracy in the records maintained by the Administrator hereunder that may result therefrom.

Section 20. Notices. All notices, demands, instructions and other communications required or permitted to be given to or made upon either party hereto shall be in writing (including by facsimile transmission) and shall be personally delivered or sent by guaranteed overnight delivery or by facsimile transmission (to be followed by personal or guaranteed overnight delivery) and shall be deemed to be given for purposes of this Administration Agreement on the date that such writing is received by the intended recipient thereof in accordance with the provisions of this Section 20. Unless otherwise specified in a notice sent or

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Administration Agreement (Depositor)

delivered in accordance with the foregoing provisions of this Section 20, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties thereto at their respective addresses as follows:

The Depositor:

Education Funding Capital I, LLC

6 East Fourth Street

Suite 310A

Cincinnati, Ohio 45202

Attention: Michael Shaut

with a copy to:

Education Lending Group, Inc.

12760 High Bluff Drive, Suite 210

San Diego, CA 92130

Attention: Douglas L. Feist

and a copy to:

Education Lending Group, Inc.

6 East Fourth Street, Suite 300

Cincinnati, Ohio 45202

Attention: Susan Ballard Salyer

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Administration Agreement (Depositor)

The Administrator:

Education Lending Services, Inc.

6 East Fourth Street

Suite 300

Cincinnati, Ohio 45202

Attention: Perry Moore

with a copy to:

Education Lending Group, Inc.

12760 High Bluff Drive, Suite 210

San Diego, CA 92130

Attention: Douglas L. Feist

and a copy to:

Education Lending Group, Inc.

6 East Fourth Street, Suite 300

Cincinnati, Ohio 45202

Attention: Susan Ballard Salyer

Section 21. Amendment. This Administration Agreement may be amended in writing by the Administrator and the Depositor.

Section 22. Assignment. Except as provided in Section 16 hereof or as contemplated by the Indenture, this Administration Agreement may not be assigned by either party hereto without the prior written consent of the other party.

Section 23. Independence of Administrator. For all purposes of this Administration Agreement, the Administrator shall be an independent contractor. Unless expressly authorized by the Depositor, the Administrator shall have no authority to act for or represent the Depositor in any way and shall not otherwise be deemed an agent of the Depositor.

Section 24. No Joint Venture. Nothing contained in this Administration Agreement shall constitute the Depositor and the Administrator as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity or shall be deemed to confer on either of them any express, implied or apparent authority to incur any obligation or liability on behalf of the other.

Section 25. Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other business or, in its sole discretion, from

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Administration Agreement (Depositor)

acting in a similar capacity as an administrator for any other Person even though such Person may engage in business activities similar to those of the Depositor.

Section 26. No Petition. The Administrator covenants and agrees that, notwithstanding the termination of this Administration Agreement, the Administrator will not institute against, or join in instituting against, the Depositor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law ordering the winding up or liquidation of the Depositor’s affairs or appointing a receiver, liquidator, trustee, or other similar official, of the Depositor or any substantial part of its property, for one year and a day after the termination of this Administration Agreement. This Section 26 shall survive the termination of this Administration Agreement.

Section 27. Limited Recourse. Notwithstanding anything to the contrary contained herein, the obligations of the Depositor hereunder shall not be recourse to the Depositor (or any Person acting on behalf of the Depositor or any affiliate, officer or director of the Depositor), other than to (a) any assets of the Depositor not pledged to third parties or otherwise encumbered in a manner permitted by the Depositor’s Certificate of Formation and the Limited Liability Company Agreement. The Administrator agrees that to the extent such funds are insufficient or unavailable to pay any amounts owing to the Administrator from the Depositor pursuant to this Administration Agreement, it shall not constitute a claim against the Depositor.

Section 28. Governing Law. This Administration Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions.

Section 29. Entire Agreement. This Administration Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered hereby and supersedes all prior agreements and understandings between the parties.

Section 30. Successors; Counterparts.

(a) This Administration Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of each of the Depositor and the Administrator.

(b) This Administration Agreement may be executed in several counterparts, each of which shall be deemed an original hereof and all of which taken together shall constitute one and the same instrument.

Section 31. Captions. The captions in this Administration Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

[remainder of page intentionally left blank]

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Administration Agreement (Depositor)

IN WITNESS WHEREOF, the parties hereto have caused this Administration Agreement to be executed as of the day and year first above written.

EDUCATION FUNDING CAPITAL I, LLC
By:	/s/    PERRY D. MOORE
Name:	Perry D. Moore
Title:	Executive Vice President-Finance

EDUCATION LENDING SERVICES, INC., as Administrator
By:	/s/    PERRY D. MOORE
Name:	Perry D. Moore
Title:	Executive Vice President-Finance

Administration Agreement (Depositor)

EX-99.5

EXHIBIT 99.5

ADMINISTRATION AGREEMENT

between

EDUCATION FUNDING CAPITAL TRUST-IV

as Issuer

and

EDUCATION LENDING SERVICES, INC.

as Administrator

dated as of May 1, 2004

Administration Agreement (Trust)

TABLE OF CONTENTS

		Page
Section 1.	Definitions	1
Section 2.	Indenture and Related Documents	1
Section 3.	Master Servicing Agreement	3
Section 4.	Transfer and Sale Agreements	4
Section 5.	Higher Education Act	5
Section 6.	Other Duties with Respect to the Indenture and Master Servicing Agreement	5
Section 7.	Other Administrative Services	6
Section 8.	Exceptions	7
Section 9.	Employees; Offices	7
Section 10.	Non-Ministerial Matters	7
Section 11.	Compensation	8
Section 12.	Representations and Warranties of the Issuer	8
Section 13.	Representations and Warranties of the Administrator	9
Section 14.	Term	10
Section 15.	Obligation to Supply Information	10
Section 16.	Annual Statement as to Compliance	10
Section 17.	Annual Independent Public Accountant’s Report	10
Section 18.	Liability of Administrator	10
Section 19.	Merger or Consolidation of, or Assumption of the Obligations of, the Administrator	12
Section 20.	Administrator Default	12
Section 21.	Appointment of Successor	13
Section 22.	Reliance on Information Obtained from Third Parties	15
Section 23.	Notices	15
Section 24.	Amendment	16
Section 25.	Assignment	16
Section 26.	Independence of Administrator	16
Section 27.	No Joint Venture	16
Section 28.	Other Activities of Administrator	17
Section 29.	No Petition	17
Section 30.	Governing Law	17
Section 31.	Entire Agreement	17
Section 32.	Successors; Counterparts	17
Section 33.	Third Party Beneficiaries	17
Section 34.	Captions	17

Administration Agreement (Trust)

ADMINISTRATION AGREEMENT

THIS ADMINISTRATION AGREEMENT (this “Administration Agreement”) is made as of May 1, 2004 between EDUCATION FUNDING CAPITAL TRUST-IV (the “Issuer”) and EDUCATION LENDING SERVICES, INC., a Delaware corporation, as administrator (the “Administrator”) under the circumstances set forth below.

RECITALS

A. The Issuer is engaged in the acquisition from the Depositor of Financed Student Loans.

B. In connection with the acquisition of Student Loans, the Issuer has executed and delivered that certain Indenture of Trust dated as of May 1, 2004 (the “Indenture”) among the Issuer, U.S. Bank National Association, as indenture trustee, and Fifth Third Bank, as trust eligible lender trustee.

C. Pursuant to the Indenture and the other Basic Documents to which the Issuer is a party (collectively, the “Issuer Documents”), the Issuer is obligated to perform certain duties and responsibilities under the Indenture and in connection with the assets and obligations thereunder.

D. The Issuer has requested that the Administrator provide advice and assistance to the Issuer and perform various services for and duties of the Issuer, including the duties and responsibilities of the Issuer under the Indenture and in connection with the assets and obligations thereunder.

E. The Issuer desires to avail itself of the experience, advice and assistance of the Administrator and to have the Administrator perform various financial, statistical, accounting and other services for and duties of the Issuer, and the Administrator has the capacity and is willing to furnish such services on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. Capitalized terms that are not otherwise defined in this Administration Agreement shall have the meanings ascribed thereto in Appendix A to the Indenture.

Section 2. Indenture and Related Documents. The Administrator shall cause the duties and responsibilities of the Issuer under the Indenture to be performed, including but not limited to the actions set forth below. The Administrator shall advise the Issuer when action by the Issuer is necessary to comply with the Issuer’s duties under the Indenture and the agreements relating

Administration Agreement (Trust)

thereto. The Administrator shall prepare for execution, if required, by the Issuer, or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator shall take all appropriate action, including but not limited to, the following:

(a) obtaining and preserving the Issuer’s legal right to do business in any jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, and each instrument and agreement included in the Trust Estate;

(b) preparing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with the relevant provisions of the Indenture, necessary to protect the Trust Estate;

(c) arranging for the delivery of any opinions of counsel and certificates of officers of the Issuer and other statements required under the relevant provisions of the Indenture;

(d) preparing and obtaining documents and instruments required for the release of the Issuer from its obligations under the Indenture;

(e) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing any certificates of officers of the Issuer and obtaining any opinions of counsel required in connection therewith;

(f) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of collateral;

(g) taking such actions as may be required of the Issuer under the Indenture upon the occurrence and continuance of an Event of Default;

(h) preparing and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee, documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies;

(i) causing the directions of the Issuer to be carried out in connection with opening one or more accounts in the Issuer’s name, preparing any orders of the Issuer and certificates of officers of the Issuer and obtaining opinions of counsel required, and taking all other actions necessary, with respect to investment and reinvestment of moneys in the Accounts in accordance with the investment criteria and requirements of the Indenture and applicable investment policies.

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(j) preparing any requests of the Issuer and certificates of officers of the Issuer and obtaining any opinions of counsel required for the release of the Trust Estate;

(k) preparing all certificates of officers of the Issuer, and coordinating obtaining opinions of counsel as required with respect to any requests by the Issuer of the Indenture Trustee to take any action under the Indenture;

(l) preparing orders of the Issuer and obtaining opinions of counsel as necessary or required for the execution of any amendments or supplements to the Indenture;

(m) preparing and delivering certificates of officers of the Issuer, if necessary, for the release of property from the lien of the Indenture;

(n) preparing and delivering to the Indenture Trustee any agreements with respect to notice provisions;

(o) preparing and delivering investment instructions to the Indenture Trustee, as necessary or required under the terms of the Indenture and in accordance with the applicable investment policy, adopted from time to time; and

(p) taking such actions as may be required of the Issuer under any agreement between the Issuer and other parties relating to the Indenture.

Section 3. Master Servicing Agreement. The Administrator shall cause the duties and responsibilities of the Issuer under each of the Financed Student Loans and the Master Servicing Agreement to be performed, including but not limited to the duties set forth below. The Administrator shall advise the Issuer when action by the Issuer is necessary to comply with the Issuer’s obligations under the Financed Student Loans and the Master Servicing Agreement. The Administrator shall prepare for execution, if required, by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Financed Student Loans and the Master Servicing Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action, including but not limited to the following:

(a) pursuant to the Master Servicing Agreement, providing to the Master Servicer (or the Master Servicer’s bailee) from time to time, as necessary, and requiring that the Master Servicer (or the Master Servicer’s bailee) maintain physical custody and possession of, documentation and information relating to the Financed Student Loans and, on and after each applicable date on which Student Loans are to be purchased (the “Loan Purchase Date”), Student Loans sold and transferred to the Issuer on each such Loan Purchase Date, including the documents evidencing such Student Loans and such additional documentation or information relating to such Student Loans as is reasonably required for the Student Loans to be properly serviced by the Master Servicer;

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(b) cause to be paid solely from the Trust Estate, all amounts to be paid by the Issuer pursuant to the Transfer and Sale Agreements;

(c) promptly after each Loan Purchase Date and with respect to Student Loans originated under the Act, ensuring that notification as required under the Act and by the applicable Guaranty Agencies is made to the borrower under each such Student Loan and to the Secretary of Education and the applicable Guaranty Agencies, as appropriate;

(d) promptly after each Loan Purchase Date, providing the Master Servicer with all information as may be required under the Master Servicing Agreement;

(e) causing to be paid to the Master Servicer on behalf of the Issuer, but solely from the Trust Estate, all fees required to be paid by the Issuer pursuant to the Master Servicing Agreement;

(f) performing all audits of records and accounts that the Issuer from time to time may be permitted or required to perform under the Master Servicing Agreement;

(g) preparing all other documents, reports, filings, instruments, certificates and opinions as it is the duty of the Issuer to prepare, file or deliver pursuant to the Master Servicing Agreement; and

(h) in the event of the default of the Master Servicer under the Master Servicing Agreement, or default of any other party to any other Issuer Document, taking all reasonable steps available to enforce the Issuer’s rights under such documents in respect of such default.

Section 4. Transfer and Sale Agreements. The Administrator shall take the actions necessary to cause the duties of the Issuer to be carried out under the provisions of the Transfer and Sale Agreements and any of the rights or obligations thereunder. The Administrator also shall enforce the rights of the Issuer under the applicable provisions of the Transfer and Sale

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Agreements to require the Depositor to repurchase certain Student Loans that have been transferred to the Issuer, including but not limited to providing notice to the Master Servicer of each such repurchase request, endorsing to the Master Servicer each Student Loan to be repurchased by the Depositor and taking all other actions necessary to enforce the Issuer’s rights of recourse against the Depositor.

Section 5. Higher Education Act. The Administrator shall take all actions that are necessary to cause the Issuer to comply with the requirements of the Act and the applicable Guaranty Agencies with respect to Student Loans originated under the Act.

Section 6. Other Duties with Respect to the Indenture and Master Servicing Agreement.

(a) In addition to the duties of the Administrator set forth above, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture or the Master Servicing Agreement, and shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Indenture or the Master Servicing Agreement. The Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Master Servicing Agreement) as the Issuer is obligated to perform and are not covered by any of the foregoing provisions and as are reasonably within the capability of the Administrator.

(b) In carrying out the foregoing duties or any of its other obligations under this Administration Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(c) The Administrator shall provide copies of the following reports to the Indenture Trustee commencing September 15, 2004 and on the fifteenth day following the end of each calendar quarter thereafter:

(i) debt cost schedule;

(ii) Master Servicer reporting schedule;

(iii) Issuer activity schedule;

(iv) premium amortization schedule;

(v) financial statements;

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Administration Agreement (Trust)

(vi) general ledger; and

(vii) any tax records.

Section 7. Other Administrative Services. The Issuer hereby authorizes the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, all administrative services necessary or desirable in connection with the Issuer’s existence as a bankruptcy-remote Delaware statutory trust holding the assets described hereunder, including but not limited to the following:

(a) subject to the directions of the authorized representatives of the Issuer, carrying out and performing the day to day business activities of the Issuer;

(b) providing, or causing to be provided, all clerical and bookkeeping services necessary and appropriate for the Issuer, including, without limitation, the following services:

(i) maintaining general accounting records of the Issuer, and preparing for audit such periodic financial statements as may be necessary or appropriate;

(ii) maintaining records of the Accounts, authorizing withdrawals from the Accounts on behalf of the Issuer and taking all other actions on behalf of the Issuer as may be necessary with respect to the Accounts;

(iii) (A) preparing for execution by the Issuer and causing to be filed on behalf of the Issuer such income, franchise or other tax returns of the Issuer as shall be required to be filed by applicable law, and (B) causing to be paid by the Issuer, solely out of moneys of the Issuer, any taxes required to be paid by the Issuer by applicable law;

(iv) assisting in preparing for execution by the Issuer amendments to and waivers under the Master Servicing Agreement and any other documents or instruments deliverable by the Issuer thereunder or in connection therewith;

(v) holding, maintaining and preserving executed copies of the Master Servicing Agreement and other documents or instruments executed by the Issuer thereunder or in connection therewith;

(vi) assisting in giving such other notices, consents and other communications that the Issuer may from time to time be required or permitted to give under the Master Servicing Agreement or other documents executed by the Issuer thereunder or in connection therewith;

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(vii) causing an annual audit by independent certified public accountants of national presence of (A) the financial statements of the Issuer, or (B) the consolidating financial statements of Seller (which include the Issuer), to be prepared and to be provided to the Indenture Trustee;

(viii) engaging independent certified public accountants of national presence to review and verify the reports provided in accordance with Section 11.04 of the Indenture on a quarterly basis; and

(ix) taking such other actions as may be incidental or reasonably necessary to accomplish the actions of the Administrator authorized under this subsection (b);

(c) assisting the Issuer in carrying out the investment and reinvestment of the moneys of the Issuer in accordance with applicable investment policies; and

(d) undertaking such other administrative services as may be required by the Issuer.

If the Administrator or the Issuer deems it necessary or desirable, any of the foregoing administrative services may be subcontracted by the Administrator. Costs and expenses associated with such subcontracting incurred by the Administrator shall be paid by the Issuer in accordance with Section 11 hereof.

Section 8. Exceptions. Notwithstanding anything to the contrary in this Administration Agreement, the Administrator shall not be obligated to, and shall not, (1) make any payments to the holders of the Notes, (2) sell the Trust Estate to unrelated third parties, or (3) take any other action that the Issuer directs the Administrator not to take on its behalf.

Section 9. Employees; Offices. All services to be furnished by the Administrator under this Administration Agreement may be furnished by an officer or employee of the Administrator or any other person or agent designated or retained by the Administrator.

The Administrator agrees to provide office space, together with appropriate materials and any necessary support personnel, for performing the day to day business activities of the Issuer, all for the compensation provided in Section 11 hereof.

Section 10. Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Issuer of the proposed action and the Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(a) the amendment of or any supplement to the Indenture;

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(b) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Student Loans);

(c) the amendment, change or modification of the Master Servicing Agreement;

(d) the appointment of successor Indenture Trustee pursuant to the Indenture or the appointment of successor administrators or successor servicers, or the consent to the assignment by the Indenture Trustee of its obligations under the Indenture; and

(e) the removal of the Indenture Trustee.

Section 11. Compensation. Subject to Section 4.03(c) of the Indenture and Section 21 hereof, on or before each Monthly Expense Payment Date, the Issuer shall pay to the Administrator, as compensation for its services specified hereunder, a fee in the amount of 0.05% (on a per annum basis) of the average principal balance of the Financed Student Loans during the preceding calendar month (the “Administration Fee”). If at any time the Issuer requests the Administrator to perform any additional services not specified hereunder, the Issuer shall pay the Administrator such additional fees in respect thereof as shall be agreed to by the Issuer and the Administrator. The Issuer agrees to reimburse the Administrator for all reasonable expenses, disbursements and advances incurred or made by the Administrator in connection with the performance of this Administration Agreement, including, but not limited to, the fees and expenses of subcontracting, any independent accountants and outside counsel, which reimbursement shall relate to amounts incurred in a calendar month and shall be payable by the Issuer to the Administrator on the next succeeding Monthly Expense Payment Date.

The Issuer and the Administrator agree that payments to the Administrator shall be made out of the Distribution Account or the Collection Account.

Section 12. Representations and Warranties of the Issuer. The Issuer makes the following representations:

(a) Creation. The Issuer is duly formed and validly existing with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b) Power and Authority. The Issuer has the power and authority to execute and deliver this Administration Agreement and to carry out its terms, and the execution, delivery and performance of this Administration Agreement have been duly authorized by the Issuer by all necessary action.

(c) Binding Obligation. This Administration Agreement constitutes a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject to applicable

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bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.

(d) No Proceedings. There are no proceedings or investigations pending against the Issuer or, to its best knowledge, threatened against the Issuer, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or its properties: (i) asserting the invalidity of this Administration Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Administration Agreement or (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Issuer of its obligations under, or the validity or enforceability of, this Administration Agreement.

(e) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any court, regulatory body, administrative agency or other governmental instrumentality required to be obtained, effected or given by the Issuer in connection with the execution and delivery by the Issuer of this Administration Agreement and the performance by the Issuer of the transactions contemplated by this Administration Agreement have been duly obtained, effected or given and are in full force and effect.

Section 13. Representations and Warranties of the Administrator. The Administrator makes the following representations:

(a) Organization and Good Standing. The Administrator is duly organized and validly existing and in good standing with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b) Power and Authority. The Administrator has the power and authority to execute and deliver this Administration Agreement and to carry out its terms, and the execution, delivery and performance of this Administration Agreement have been duly authorized by the Administrator by all necessary company action.

(c) Binding Obligation. This Administration Agreement constitutes a legal, valid and binding obligation of the Administrator enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.

(d) No Proceedings. There are no proceedings or investigations pending against the Administrator or, to its best knowledge, threatened against the Administrator, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties: (i) asserting the invalidity of this Administration Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Administration Agreement or (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Administrator of its obligations under, or the validity or enforceability of, this Administration Agreement.

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(e) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any court, regulatory body, administrative agency or other governmental instrumentality required to be obtained, effected or given by the Administrator in connection with the execution and delivery by the Administrator of this Administration Agreement and the performance by the Administrator of the transactions contemplated by this Administration Agreement have been duly obtained, effected or given and are in full force and effect.

Section 14. Term. Subject to the terms hereof, the Administrator may resign at any time. The Administrator or the Issuer may terminate this Administration Agreement upon at least 45 days’ prior written notice to the other party. Notwithstanding the foregoing, no resignation or termination shall be effective until 45 days after written notice has been delivered to the Indenture Trustee.

Section 15. Obligation to Supply Information. The Issuer shall prepare and supply, or cause the other parties to the Indenture or the Master Servicing Agreement to prepare and supply, the Administrator with such information regarding the performance of the Indenture or the Master Servicing Agreement as the Administrator may from time to time reasonably request in connection with the performance of its obligations hereunder.

Section 16. Annual Statement as to Compliance. The Administrator will deliver to the Issuer, the Indenture Trustee, the Trust Eligible Lender Trustee and each Counterparty, on or before March 31 of each year, beginning with March 31, 2005, a certificate stating that (a) a review of the activities of the Administrator during the preceding calendar year and of its performance under this Agreement has been made under the supervision of the officer signing such certificate and (b) to the best of such officer’s knowledge, based on such review, the Administrator has fulfilled all its obligations under this Agreement throughout such year, or, there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

Section 17. Annual Independent Public Accountant’s Report. On or before March 31 of each year, beginning March 31, 2005, the Administrator at its expense shall cause an independent public accountant that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Issuer, the Indenture Trustee, the Trust Eligible Lender Trustee and each Counterparty to the effect that such accountant has examined certain documents and records relating to the Administrator’s performance (during the preceding fiscal year) under this Agreement and that, on the basis of such examination, the Administrator has complied with the terms of this Agreement, except for such significant exceptions or errors in records that, in the opinion of such accountant, requires it to report and that are set forth in such report.

Section 18. Liability of Administrator. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement.

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The Administrator shall indemnify, defend and hold harmless the Issuer, and all of the officers, directors, employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Issuer after it has assumed such defense.

For purposes of this Section 18, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 21 hereof) pursuant to Section 14 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 hereof.

Indemnification under this Section 18 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest.

Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement; provided, however, these provisions shall not protect the Indenture Trustee, as Administrator, in the event that the Indenture Trustee shall be the Administrator pursuant to Section 21 hereof, or any of its directors, officers, employees or agents against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any person respecting any matters arising hereunder.

Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties hereunder and that in its opinion may involve it in any expense or liability; provided that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement, the Indenture, and the other Issuer Documents and the

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rights and duties of the parties to this Administration Agreement, the Indenture, and the other Issuer Documents and the interests of the holders of the Notes.

Section 19. Merger or Consolidation of, or Assumption of the Obligations of, the Administrator. Any person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator hereunder without the execution or filing of any documents or any further act by any of the parties to this Administration Agreement; provided that the Administrator hereby covenants that, if the surviving Administrator is other than Education Lending Services, Inc. or an Affiliate, it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator executes an agreement of assumption to perform every obligation of the Administrator under this Administration Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 13 hereof has been breached and no Administrator Default (as defined below), and no event that, after notice or lapse of time, or both, would become an Administrator Default has occurred and is continuing, (iii) the surviving Administrator has delivered to the Indenture Trustee a certificate of an officer of the surviving Administrator and an opinion of counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 19 and that all conditions precedent, if any, provided for in this Administration Agreement relating to such transaction have been complied with, and (iv) such transaction will not result in a material adverse Federal or state tax consequence to the holders of Notes under the Indenture. Anything in this Section 19 to the contrary notwithstanding, subject to the Rating Agency Condition, the Administrator may at any time assign its rights, obligations and duties under this Administration Agreement to an Affiliate.

Section 20. Administrator Default. The occurrence and continuance of any one of the following events shall constitute an “Administrator Default”:

(a) any failure by the Administrator to either (i) direct the Indenture Trustee to make any distributions from the Accounts pursuant to the Indenture, or (ii) confirm distributions made by the Indenture Trustee from Accounts pursuant to the Indenture, as applicable, which failure continues unremedied for a period of five days after the date on which written notice of such failure has been given to the Administrator by the Issuer;

(b) any failure by the Administrator duly to observe or to perform in any material respect any covenant or agreement of the Administrator set forth in this Administration Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure has been given to the Administrator by the Issuer;

(c) (i) having entered involuntarily against it an order for relief under the federal bankruptcy laws or any similar state or federal law, (ii) not paying, or admitting in writing its inability to pay, its debts generally as they become due or suspending payment of its obligations, (iii) making an assignment for the benefit of creditors, (iv) applying for, seeking, consenting to, or

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acquiescing in, the appointment of a receiver, custodian, trustee, conservator, liquidator or similar official for it or any substantial part of its property, (v) instituting any proceeding seeking to have entered against it an order for relief under the federal bankruptcy laws or any similar state or federal law, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshaling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization, or relief of debtors or failing to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) failing to contest in good faith any appointment or proceeding described in Section 20(d) hereof or (vii) taking any action in furtherance of any of the foregoing purposes;

(d) the appointment of a custodian, receiver, trustee, conservator, liquidator or similar official for the Administrator or any substantial part of the property of the Administrator, or the institution of a proceeding described in Section 20(c)(v) hereof against the Administrator, which appointment continues undischarged or which proceeding continues undismissed or unstayed for a period of 60 or more days; or

(e) any representation or warranty made by the Administrator in this Agreement or in any other Basic Document shall prove to be untrue or incomplete in any material respect.

In the case of any Administrator Default, so long as such Administrator Default has not been remedied, the Indenture Trustee, or the holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes, may, by written notice to the Administrator of such Administrator Default, terminate all of the rights and obligations (other than the obligations set forth in Section 18 hereof) of the Administrator under this Administration Agreement with respect to the Indenture. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Administration Agreement shall, without further action, be carried out by the Indenture Trustee or shall pass to and be vested in such successor Administrator as may be appointed under Section 21 hereof; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee, the Issuer, and the Trust Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Administration Agreement. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with amending this Administration Agreement to reflect such succession as Administrator pursuant to this Section 20 shall be paid by the predecessor Administrator upon presentation of reasonable documentation of such costs and expenses.

Section 21. Appointment of Successor.

(a) Upon receipt by the Administrator of notice of termination pursuant to Section 14 hereof, or the resignation by the Administrator in accordance with the terms of this Administration Agreement, the predecessor Administrator shall continue to perform its functions as Administrator

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under this Administration Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the date a successor Administrator is appointed. In the event of the termination or resignation hereunder of the Administrator, all authority and power of the Administrator under this Administration Agreement shall, without further action, be carried out by the Indenture Trustee; provided, however, the Indenture Trustee and the Issuer may, with the consent of the Depositor and a Rating Confirmation (as such term is defined in the Indenture), agree to appoint an alternative administrator. If the Indenture Trustee is unable to act, it may appoint, or petition a court for the appointment of, a successor Administrator whose regular business includes the servicing or administration of Student Loans and subject to the receipt by the Indenture Trustee of a Rating Confirmation regarding the successor Administrator; provided, however, the Indenture Trustee shall continue to act as Administrator until a successor Administrator has been so appointed. Any such successor Administrator shall accept its appointment by a written assumption.

(b) Upon appointment, the successor Administrator shall be the successor in all respects to the predecessor Administrator and shall be subject to all of the responsibilities, duties and liabilities placed on the predecessor Administrator that arise thereafter or are related thereto and shall be entitled to payment of compensation in accordance with the terms of this Administration Agreement, or such other terms as are agreed to by the Indenture Trustee, and all of the rights granted to the predecessor Administrator by the terms and provisions of this Administration Agreement.

(c) In the event that the authorities and powers of the Administrator under this Agreement become vested in the Indenture Trustee, the Issuer covenants and agrees, subject to Section 4.03(c) of the Indenture, to pay to the Indenture Trustee, and the Indenture Trustee agrees to accept, as compensation for its services as successor administrator a fee equal to the lesser of (i) 0.05% of the average monthly outstanding principal balance of the Financed Student Loans, paid on each Monthly Expense Payment Date or (ii) an annual fee equal to $150,000, paid in equal monthly installments on each Monthly Expense Payment Date (the “Successor Administrator Fee”). In the event the Successor Administrator Fee payable on any Monthly Expense Payment Date is payable based on an annual fee equal to $150,000, the amount in excess of the amount that would have been payable had the Successor Administrator Fee been equal to 0.05% of the average monthly outstanding principal balance over the amount actually paid shall accrue and be payable as a deferred successor administrator fee (the “Deferred Successor Administrator Fee”). The Deferred Successor Administrator Fee shall be payable solely from amounts on deposit in the Certificate Distribution Account pursuant to Section 5.2(a) of the Trust Agreement. Nonpayment of Deferred Successor Administrator Fee shall not excuse the Indenture Trustee from performance hereunder of any of the Indenture Trustee’s obligations as a successor administrator. As security for the due, punctual, full and exact payment of the Successor Administrator Fee and any Deferred Successor Administrator Fee, the Administer covenants and agrees to grant to the Indenture Trustee a continuing security interest in and to any moneys released from the lien created by the Indenture and deposited in the Certificate Distribution Account an amount equal to the accrued but unpaid Successor Administrator Fee and Deferred Successor Administrator Fee.

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(d) In the event that the authorities and powers of the Administrator under this Agreement become vested in the Indenture Trustee, the authorities and powers of the Master Servicer under the Master Servicing Agreement shall also become vested in the Indenture Trustee pursuant to Section 11 of the Master Servicing Agreement. The Indenture Trustee shall continue to exercise such authorities and powers under the Master Servicing Agreement until such time as a successor master servicer is appointed in accordance with Section 11 of the Master Servicing Agreement.

Section 22. Reliance on Information Obtained from Third Parties. The Issuer recognizes that the accuracy and completeness of the records maintained and the information supplied by the Administrator hereunder is dependent upon the accuracy and completeness of the information obtained by the Administrator from the parties to the Indenture and the other Issuer Documents and other sources and the Administrator shall not be responsible for any inaccuracy in the information so obtained or for any inaccuracy in the records maintained by the Administrator hereunder which may result therefrom.

Section 23. Notices. All notices, demands, instructions and other communications required or permitted to be given to or made upon either party hereto shall be in writing (including by facsimile transmission) and shall be personally delivered or sent by guaranteed overnight delivery or by facsimile transmission (to be followed by personal or guaranteed overnight delivery) and shall be deemed to be given for purposes of this Administration Agreement on the date that such writing is received by the intended recipient thereof in accordance with the provisions of this Section 23. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 23, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties thereto at their respective addresses as follows:

The Issuer:

Education Funding Capital Trust-IV

c/o, U.S. Bank National Association

CN-WN-06CT

425 Walnut Street, 6th Floor

Cincinnati, Ohio 45202

Attention: Corporate Trust

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Administration Agreement (Trust)

The Administrator:

Education Lending Services, Inc.

6 East Fourth Street

Suite 300

Cincinnati, Ohio 45202

Attention: Perry Moore

with a copy to:

Education Lending Group, Inc.

12760 High Bluff Drive, Suite 210

San Diego, CA 92130

Attention: Douglas L. Feist

and a copy to:

Education Lending Group, Inc.

6 East Fourth Street, Suite 300

Cincinnati, Ohio 45202

Attention: Susan Ballard Salyer

Section 24. Amendment. This Administration Agreement may be amended in writing by the Administrator and the Issuer. Promptly after the execution of any such amendment, the Administrator shall furnish written notification of the substance of such amendment to the Indenture Trustee.

Section 25. Assignment. Except as provided in Section 19 hereof or as contemplated by the Indenture, this Administration Agreement may not be assigned by either party hereto without the prior written consent of the other party; provided, however, so long as Education Lending Services, Inc. is the Administrator, subject to the Rating Agency Condition, the Administrator may assign its duties and obligations to an Affiliate.

Section 26. Independence of Administrator. For all purposes of this Administration Agreement, the Administrator shall be an independent contractor. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer in any way and shall not otherwise be deemed an agent of the Issuer.

Section 27. No Joint Venture. Nothing contained in this Administration Agreement shall constitute the Issuer and the Administrator as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity or shall be deemed to confer on either of them any express, implied or apparent authority to incur any obligation or liability on behalf of the other.

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Administration Agreement (Trust)

Section 28. Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other business or, in its sole discretion, from acting in a similar capacity as an administrator for any other Person even though such Person may engage in business activities similar to those of the Issuer.

Section 29. No Petition. The Administrator covenants and agrees that, notwithstanding the termination of this Administration Agreement, the Administrator will not institute against, or join in instituting against the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law ordering the winding up or liquidation of the Issuer’s affairs or appointing a receiver, liquidator, trustee, or other similar official, of the Issuer or any substantial part of its property, for one year and a day after the termination of this Administration Agreement. This Section 29 shall survive the termination of this Administration Agreement.

Section 30. Governing Law. This Administration Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions.

Section 31. Entire Agreement. This Administration Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered hereby and supersedes all prior agreements and understandings between the parties.

Section 32. Successors; Counterparts.

(a) This Administration Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of each of the Issuer and the Administrator.

(b) This Administration Agreement may be executed in several counterparts, each of which shall be deemed an original hereof and all of which taken together shall constitute one and the same instrument.

Section 33. Third Party Beneficiaries. Each of the Owner Trustee and the Co-Owner Trustee shall be deemed a third party beneficiary of this Administration Agreement.

Section 34. Captions. The captions in this Administration Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

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Administration Agreement (Trust)

IN WITNESS WHEREOF, the parties hereto have caused this Administration Agreement to be executed as of the day and year first above written.

EDUCATION FUNDING CAPITAL TRUST-IV By U.S. Bank National Association, not in its individual capacity, but solely as Co-Owner Trustee, on behalf of the Issuer
By:	/s/    DANIEL R. BLEY
Name:	Daniel R. Bley
Title:	Vice President and Trust Officer

EDUCATION LENDING SERVICES, INC., as Administrator
By:	/s/    PERRY D. MOORE
Name:	Perry D. Moore
Title:	Executive Vice President-Finance

U.S. Bank National Association, as the Indenture Trustee under the Indenture, hereby agrees to take such actions and execute such documents as may be reasonably requested by the Administrator in order for the Administrator to provide the services and perform its duties and responsibilities under the foregoing Administration Agreement.

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:	/s/    DANIEL R. BLEY
Name:	Daniel R. Bley
Title:	Vice President and Trust Officer

Administration Agreement (Trust)