Exhibit 99.3
Draft of 2/2/98
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ASSIGNMENT AND ASSUMPTION AGREEMENT
by and among
EDUCATION LOANS INCORPORATED,
a South Dakota nonprofit corporation,
STUDENT LOAN FINANCE CORPORATION,
EDUCATION LOANS INCORPORATED,
a Delaware corporation,
and
FIRST BANK NATIONAL ASSOCIATION,
as Trustee,
___________________
Dated as of February __, 1998
___________________
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THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of February
_______, 1998 (this "Agreement"), is being entered into by and among EDUCATION
LOANS INCORPORATED, a South Dakota nonprofit corporation (the "Original
Issuer"), STUDENT LOAN FINANCE CORPORATION, a South Dakota corporation ("SLFC"),
EDUCATION LOANS INCORPORATED, a Delaware corporation ("EdLinc"), and FIRST BANK
NATIONAL ASSOCIATION, Minneapolis, Minnesota, a national banking association
duly established and existing under the laws of the United States of America, as
Trustee (the "Trustee") under a certain Indenture of Trust, as hereinafter
described;
W I T N E S S E T H:
WHEREAS, the Original Issuer and the Trustee have entered into an
Indenture of Trust and a First Supplemental Indenture of Trust, each dated as of
February 1, 1998 (such Indenture of Trust, as heretofore and hereafter
supplemented and amended, including by such First Supplemental Indenture of
Trust, being herein referred to as the "Indenture"); and
WHEREAS, pursuant to the Indenture, the Original Issuer has issued its
Student Loan Asset-Backed Callable Notes, Series 1998-1 (together with any
additional notes hereafter issued under the Indenture, the "Notes"), and has
undertaken obligations with respect to the Notes, the proceeds thereof, assets
acquired with such proceeds and certain other matters; and
WHEREAS, the Original Issuer has entered into two Auction Agent
Agreements, each dated as of February 1, 1998 (the "Auction Agent Agreements"),
with the Trustee and Bankers Trust Company (the "Auction Agent"), under which it
has undertaken obligations with respect to the Notes, the holding of auctions in
respect thereof and certain other matters; and
WHEREAS, the Original Issuer has entered into Student Loan Purchase
Agreements with various Lenders, under which it has undertaken obligations with
respect to the purchase of student loans thereunder and related matters; and
WHEREAS, pursuant to a Contribution Agreement, dated as of February
_______, 1998 (the "Contribution Agreement"), among the Original Issuer, SLFC
and EdLinc, the Original Issuer has, in accordance with Section 150(d)(3) of the
Internal Code of 1986, as amended, agreed to transfer to SLFC, and SLFC has, in
turn, agreed to transfer to EdLinc, all of the Original Issuer's right, title
and interest in and to (i) the Trust Estate under the Indenture, (ii) the
Auction Agent Agreements and (iii) the Student Loan Purchase Agreements; and
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WHEREAS, in consideration for such transfers, SLFC and EdLinc have,
pursuant to the Contribution Agreement, each, in turn, agreed to assume all of
the Original Issuer's obligations under the Indenture, the Notes, the Auction
Agent Agreements and all Student Loan Purchase Agreements;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Original Issuer, SLFC and EdLinc agree as
follows:
Section 1. Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meanings given such terms in the
Indenture.
Section 2. Assignment to SLFC. The Original Issuer hereby conveys,
transfers and assigns to SLFC all of its right, title and interest in and to (i)
the Trust Estate under the Indenture, (ii) the Auction Agent Agreements and
(iii) the Student Loan Purchase Agreements.
Section 3. Assumption of Obligations by SLFC. SLFC hereby agrees to be
bound, as successor by assignment to the Original Issuer, by all of the terms,
covenants and conditions of the Indenture, the Notes, each Auction Agent
Agreement and each Student Loan Purchase Agreement. SLFC hereby assumes, for the
benefit of the Original Issuer, the Trustee, each Noteholder and each other
party to or beneficiary of the Indenture, the Auction Agent Agreements and the
Student Loan Purchase Agreements, all of the obligations of the Original Issuer
under the Indenture, the Notes, each Auction Agent Agreement and each Student
Loan Purchase Agreement from and after the date of this Agreement.
Section 4. Release of Original Issuer. The Trustee hereby acknowledges
and agrees that, upon the assumption by SLFC under Section 2 hereof, SLFC has
become the successor to the Original Issuer as the Corporation under the
Indenture and the Notes for all intents and purposes, and the Original Issuer
has no further obligations or liabilities thereunder from and after the date of
this Agreement.
Section 5. Assignment to EdLinc. SLFC hereby conveys, transfers and
assigns to EdLinc all of its right, title and interest in and to (i) the Trust
Estate under the Indenture, (ii) the Auction Agent Agreements and (iii) the
Student Loan Purchase Agreements.
Section 6. Assumption of Obligations by EdLinc. EdLinc hereby agrees
to be bound, as successor by assignment to SLFC and the Original Issuer, by all
of the terms, covenants and conditions of the Indenture, the Notes, each Auction
Agent Agreement and each Student Loan Purchase Agreement. EdLinc hereby assumes,
for the benefit of SLFC, the Trustee, each Noteholder and each other party to or
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beneficiary of the Indenture, the Auction Agent Agreements and the Student Loan
Purchase Agreements, all of the obligations of SLFC and the Original Issuer
under the Indenture, the Notes, each Auction Agent Agreement and each Student
Loan Purchase Agreement from and after the date of this Agreement; provided that
such assumption shall not affect SLFC's obligations under the Servicing
Agreement, dated as of February 1, 1998 (the "Servicing Agreement"), among the
EdLinc, the Trustee and SLFC, as servicer, each of which will continue to be the
obligation solely of SLFC.
Section 7. Release of SLFC. The Trustee hereby acknowledges and agrees
that, upon the assumption by EdLinc under Section 4 hereof, EdLinc has become
the successor to SLFC and the Original Issuer as the Corporation under the
Indenture and the Notes for all intents and purposes, and neither the Original
Issuer nor SLFC has any further obligation or liability thereunder from and
after the date of this Agreement; provided that such release shall not release
SLFC from its obligations or liabilities under the Servicing Agreement.
Section 8. Performance of Original Issuer's Covenants under
Contribution Agreement. The Original Issuer hereby covenants and agrees with the
Trustee, for the benefit of the Holders of the Notes, that it will at all times
comply with Sections 9.04 through 9.07 of the Contribution Agreement.
Section 9. Performance of SLFC's Covenants under Contribution
Agreement. SLFC hereby covenants and agrees with the Trustee, for the benefit of
the Holders of the Notes, that it will at all times comply with Sections 10.02
through 10.04 of the Contribution Agreement.
Section 10. Performance of EdLinc's Covenants under Contribution
Agreement. EdLinc hereby covenants and agrees with the Trustee, for the benefit
of the Holders of the Notes, that it will at all times comply with Section 11.02
of the Contribution Agreement.
Section 11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of South Dakota applicable to
agreements made and to be performed in such state, it being understood that the
corporate powers and legal capacity of EdLinc shall be construed and interpreted
in accordance with the laws of the State of Delaware.
Section 12. Benefits. Nothing herein, express or implied, shall give
to any person, other than the Trustee, each Noteholder and each other party to
or beneficiary of the Indenture, the Auction Agent Agreements and the Student
Loan Purchase Agreements, any benefit of any legal or equitable right, remedy or
claim hereunder.
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Section 13. Amendment; Waiver.
(a) This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a
written instrument signed by duly authorized representatives of the parties
hereto.
(b) Failure of a party hereto to exercise any right or remedy
hereunder in the event of a breach hereof by any other party shall not
constitute a waiver of any such right or remedy with respect to any
subsequent breach.
Section 14. Successors and Assigns. This Agreement shall be binding
upon, inure to the benefit of and be enforceable by the respective successors
and assigns of each of the Original Issuer, SLFC, EdLinc and the Trustee. This
Agreement may not be assigned by any party hereto absent the prior written
consent of the other parties hereto, which consents shall not be unreasonably
withheld.
Section 15. Severability. If any clause, provision or section
hereof shall be ruled invalid or unenforceable by any court of competent
jurisdiction, the invalidity or unenforceability of such clause, provision or
section shall not affect any of the remaining clauses, provisions or sections
hereof.
Section 16. Execution in Counterparts. This Agreement may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the date first above written.
EDUCATION LOANS INCORPORATED,
a South Dakota nonprofit corporation
By:
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Title: President
STUDENT LOAN FINANCE
CORPORATION
By:
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Title: President
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EDUCATION LOANS INCORPORATED, a
Delaware corporation
By: _______________________
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Title: President
FIRST BANK NATIONAL ASSOCIATION, as
Trustee
By: _______________________
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Title: Trust Officer
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