Exhibit 10.2
TRANSFER AGREEMENT
from
GOAL FUNDING II,
INC.
and
U.S. BANK NATIONAL
ASSOCIATION,
as Goal Funding II
Trustee
to
U.S. BANK NATIONAL
ASSOCIATION,
as Note Trustee
and
EDUCATION LOANS
INCORPORATED
Dated as of August 1,
2004
GOAL FUNDING II, INC., a Delaware
corporation (“GOAL Funding II”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as indenture trustee
and eligible lender trustee (the “GOAL Funding II
Trustee” and, together with GOAL Funding II, the
“Transferors”) under the Indenture, dated as of January
30, 2003 (as amended, the “GOAL Funding II Indenture”),
among GOAL Funding II, Citicorp North America, Inc., as agent, the
financial institutions named therein, as lenders, Student Loan
Finance Corporation (“SLFC”), as master servicer, and
the GOAL Funding II Trustee, in consideration of the payment (i) to
the Transferors of $394,808,128.86 (which amount is equal to the
outstanding principal balance of such Assigned Student Loans (as
hereinafter defined), plus accrued and unpaid interest and Special
Allowance Payments thereon, as of the effective date of this
Agreement), and (ii) to SLFC of $581,006.66 (to reimburse SLFC for
amounts contributed by SLFC to GOAL Funding II 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 (a) 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 August 1,
2004 (as amended and supplemented, including by a First
Supplemental Indenture of Trust, dated as of August 1, 2004, 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, and (b) in the case of
the GOAL Funding II Trustee, releases all right, interest, lien or
claim of any kind that the GOAL Funding II Trustee may have under
the GOAL Funding II Indenture with respect to: (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
GOAL Funding II Indenture, either through the origination thereof
on behalf of GOAL Funding II or through the purchase thereof by or
behalf of GOAL Funding II 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 rig
