EXHIBIT 10.3
================================================================================
TRANSFER AGREEMENT
from
GOAL FUNDING, INC.
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
to
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
and
EDUCATION LOANS INCORPORATED
Dated as of December 1, 1999
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GOAL FUNDING, INC., a Delaware corporation ("GOAL Funding"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as trustee (the "Warehouse
Trustee" and, together with GOAL Funding, the "Transferors") under the
Indenture, dated as of May 1, 1999 (the "Warehouse Indenture"), among GOAL
Funding, Kitty Hawk Funding Corporation, the financial institutions named
therein, NationsBank, N.A., AMBAC Assurance Corporation and the Warehouse
Trustee, in consideration of the payment (a) to the Transferors of
$89,998,002.02 (which amount is equal to the principal balance of, plus accrued
and unpaid interest and special allowance payments on, the Assigned Student
Loans, as hereinafter defined, as of the effective date of this Agreement), and
(b) to Student Loan Finance Corporation ("SLFC") of $981,529 (to reimburse SLFC
for amounts contributed by SLFC to GOAL Funding to enable the Transferors to pay
the premium portion of the purchase price of the Assigned Student Loans, as
hereinafter defined, constituting FFELP Loans) receipt of which is hereby
acknowledged, hereby assign, transfer and convey, subject to the following
paragraph, to U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Note Trustee")
under the Indenture of Trust, dated as of December 1, 1999 (as amended and
supplemented, including by a First Supplemental Indenture of Trust, dated as of
December 1, 1999, the "Note Indenture"), between Education Loans Incorporated, a
Delaware corporation (the "Corporation"), and the Note Trustee, and to the
Corporation, as their interests may appear, without recourse, all right, title
and interest in, to and under (1) each of the Student Loans (as defined in the
Note Indenture), including any evidences of indebtedness and all related
documentation, identified in the list attached hereto as Exhibit A (the
"Assigned Student Loans"), and by this reference made a part hereof, each of
which was acquired with moneys available therefor under the Warehouse Indenture,
either through the origination thereof on behalf of GOAL Funding or through the
purchase thereof by GOAL Funding pursuant to the Student Loan Purchase
Agreements identified in the list attached hereto as Exhibit B (the "Student
Loan Purchase Agreements"), together with accrued and unpaid borrower interest,
federal interest subsidy payments and Special Allowance Payments thereon, (2)
the Student Loan Purchase Agreements, to the extent they relate to the Assigned
Student Loans, (3) all rights and remedies of the Transferors under all of the
foregoing, including the right to enforce the same in the same manner and to the
same extent as the Transferors might do but for the execution and delivery of
this Transfer Agreement, (4) $1,027,937.56 from amounts on deposit in the
Guarantee Account established under the Warehouse Indenture, such amount having
been transferred on the date hereof to the Note Trustee for deposit in the
Alternative Loan Guarantee Fund established under the Note Indenture, and (5)
all proceeds of any of the foregoing.
It is hereby acknowledged that the foregoing transfer and assignment is
being made pursuant to, and subject to the provisions of, Section 5.1 of the
Note Indenture, which provides that the Note Trustee shall be the legal owner of
all student loans financed under the Note Indenture (which includes the Assigned
Student Loans) for all purposes of the Higher Education Act and each Guarantee
Program and Alternative Loan Program (as such terms are defined in the Note
Indenture), but that the Note Trustee shall so hold such financed student loans
(including the Assigned Student Loans) in its capacity as trustee of an express
trust created pursuant to the Note Indenture and, in such capacity, shall be
acting on behalf of the Corporation, as the beneficial owner of such financed
student loans (including the Assigned Student Loans), as well as the Holders of
the Notes and all Other Beneficiaries, as their interests may appear.
To the extent required by the Higher Education Act and the Guarantee
Program regulations or the Alternative Loan Program, the Transferors agree to
notify, or cause to be notified, each borrower under each Assigned Student Loan
of the assignment and transfer to the Trustee (but for the account and on behalf
of the Corporation) of the Transferors' interest in such Assigned Student Loan
and shall direct the borrower to make all payments thereon directly to the
Servicer until otherwise notified by the Trustee. To the extent permitted by the
Higher Education Act and the Guarantee Program regulations or the Alternative
Loan Program, as appropriate, the Corporation may waive this requirement if the
notice is or has been sent by the Servicer on behalf of the Transferors.
If either of the Transferors is the recipient of any funds, from whatever
source received, which constitute payment of principal with respect to any
Assigned Student Loan, or accrued and unpaid borrower interest, federal interest
subsidy payments and Special Allowance Payments thereon as of the date of this
Agreement, or accrued interest or Special Allowance Payments accrued thereon for
any period subsequent to the date of this Agreement, such Transferor shall
promptly remit, or cause to be remitted, all such funds to the Servicer or in
such manner as the Trustee may otherwise direct.
Each of the Corporation and the Note Trustee, by entering into this
Agreement, covenants and agrees that it will not at any time institute against
GOAL Funding, or join in any institution against GOAL Funding of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligation relating to this Agreement.
Each of the Transferors, by entering into this Agreement, covenants and
agrees that it will not at any time institute against the Corporation, or join
in any institution against the Corporation of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection with
any obligation relating to this Agreement.
The Transferors further agree to individually endorse any of the
above-described Assigned Student Loans or any documents related thereto payable
to the Note Trustee upon the request of the Note Trustee for any reason,
including, without limitation, the default of any maker of any of the Assigned
Student Loans described hereinabove or assigned hereunder, and the default of
the Corporation under the Note Indenture.
All terms capitalized but not defined herein shall have the meaning
ascribed thereto in the Note Indenture.
This Transfer Agreement shall be governed by, and construed in accordance
with, the laws of the State of South Dakota.
-2-
This transfer and assignment shall be effective the 7th day of December,
1999.
GOAL FUNDING, INC
By: /s/ A. Norgrin Xxxxxxxxx
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President
U.S. BANK NATIONAL ASSOCIATION,
as Warehouse Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Trust Officer
The undersigned, as Note Trustee, hereby accepts the above Transfer
Agreement and acknowledges receipt of the Assigned Student Loans (including any
evidences of indebtedness and all related documentation), the Student Loan
Purchase Agreements and the $89,998,002.02 described above.
Dated this 7th day of December, 1999.
U.S. BANK NATIONAL ASSOCIATION,
as Note Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Trust Officer
-3-
The Corporation hereby accepts the above Transfer Agreement.
Dated this 7th day of December, 1999.
EDUCATION LOANS INCORPORATED
By: /s/ A. Norgrin Xxxxxxxxx
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President
-4-
EXHIBIT A
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[List of Assigned Student Loans]
A-1
EXHIBIT B
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[List of Student Loan Purchase Agreements]
B-1
