EXHIBIT 10.3
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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 September 1, 2002
_____________________
================================================================================
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 December 1, 2001 (the "Warehouse Indenture"), among
GOAL Funding, Market Street Funding Corporation, the financial institutions
named therein, PNC Bank, National Association, AMBAC Assurance Corporation and
the Warehouse Trustee, in consideration of the payment (a) to the Transferors of
$104,822,137.62 (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 $1,195,880.06 (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, a Second Supplemental Indenture of Trust, dated as of December
1, 2000, a Third Supplemental Indenture of Trust, dated as of July 1, 2001, and
a Fourth Supplemental Indenture of Trust, dated as of September 1, 2002, 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
or behalf of GOAL Funding pursuant to the Student Loan Purchase Agreements
identified in the list attached hereto as Exhibit B (the "Student Loan Purchase
Agreements"), together with accrued and unpaid borrower interest, federal
interest subsidy payments and Special Allowance Payments thereon, (2) the
Student Loan Purchase Agreements, to the extent they relate to the Assigned
Student Loans, (3) all rights and remedies of the Transferors under all of the
foregoing, including the right to enforce the same in the same manner and to the
same extent as the Transferors might do but for the execution and delivery of
this Transfer Agreement, (4) $1,125,717.16 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 19th day of
September, 2002.
GOAL FUNDING, INC
By: /s/ A. Norgrin Xxxxxxxxx
-------------------------------------
President
U.S. BANK NATIONAL ASSOCIATION,
as Warehouse Trustee
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Vice President
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 $1,125,717.16 described above.
Dated this 19th day of September, 2002.
U.S. BANK NATIONAL ASSOCIATION,
as Note Trustee
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Vice President
The Corporation hereby accepts the above Transfer Agreement.
Dated this 19th day of September, 2002.
EDUCATION LOANS INCORPORATED
By: /s/ A. Norgrin Xxxxxxxxx
-------------------------------------
President
3
EXHIBIT A
[List of Assigned Student Loans]
[Computer Disks and Paper Supplement Attached]
EXHIBIT B
[List of Student Loan Purchase Agreements]
