EDUCATION FUNDING CAPITAL TRUST-IV $1,000,000,000 EDUCATION LOAN BACKED NOTES SERIES A&B UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2004 • Education Capital I LLC • Asset-backed securities • New York
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
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...Master Servicing Agreement • June 7th, 2004 • Education Capital I LLC • Asset-backed securities • Ohio
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”).
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...Depositor Transfer and Sale Agreement • June 7th, 2004 • Education Capital I LLC • Asset-backed securities • Ohio
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”):
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...Seller Transfer and Sale Agreement • June 7th, 2004 • Education Capital I LLC • Asset-backed securities • Ohio
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”):
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...Trust Agreement • June 7th, 2004 • Education Capital I LLC • Asset-backed securities • Delaware
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 len
FIRST SUPPLEMENTAL INDENTURE OF TRUST by and among EDUCATION FUNDING CAPITAL TRUST-IV and as Indenture Trustee and FIFTH THIRD BANK, as Trust Eligible Lender Trustee Dated as of May 1, 2004Education Capital I LLC • June 7th, 2004 • Asset-backed securities
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).
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 45202Education Capital I LLC • June 7th, 2004 • Asset-backed securities
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 I
TRUST AGREEMENTTrust Agreement • June 7th, 2004 • Education Capital I LLC • Asset-backed securities • Delaware
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:
ADMINISTRATION AGREEMENT between EDUCATION FUNDING CAPITAL I, LLC as Depositor and EDUCATION LENDING SERVICES, INC. as Administrator dated as of May 1, 2004Administration Agreement • June 7th, 2004 • Education Capital I LLC • Asset-backed securities • Ohio
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.)
