Common use of INTRODUCTORY STATEMENTS Clause in Contracts

INTRODUCTORY STATEMENTS. Goal Capital Funding, LLC, a Delaware limited liability company (the “Depositor”), and Goal Capital Funding Trust 2007-1, a Delaware statutory trust (the “Trust”), have previously filed a registration statement with the Securities and Exchange Commission (the “Commission”) relating to the issuance and sale from time to time of student loan asset-backed notes. Goal Financial, LLC, a California limited liability company (“Goal Financial”), owns 100% of the membership interest in the Depositor. The Depositor proposes to cause the Trust to issue and sell to Banc of America Securities LLC, Deutsche Bank Securities Inc., Barclays Capital Inc., and ▇.▇. ▇▇▇▇▇▇ Securities Inc. (each, an “Underwriter” and collectively, the “Underwriters”), $237,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-1, $155,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-2, $279,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-3, $331,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-4, and $118,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-5, (collectively, the “Class A Notes”), $45,000,000 principal amount of its Student Loan Asset-Backed Notes, Class B-1 (the “Class B-1 Notes”) and $35,000,000 principal amount of its Student Loan Asset-Backed Notes, Series 2007-1, Class C-1 (the “Class C-1 Notes” and, together with the Class A Notes and the Class B Notes, the “Series 2007-1 Notes”), as set forth in Schedule II hereto. The Series 2007-1 Notes will be issued, pursuant to the terms and provisions of an Indenture of Trust, dated as of June 7, 2007 (the “Indenture”), between the Trust and The Bank of New York Trust Company, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”) and as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”). The Class A Notes and any other Class A Obligations (as defined in the Indenture) issued pursuant to the Indenture will be secured on a superior basis to the Class B Notes and the Class C Notes and any other Class B Obligations or Class C Obligations (each as defined in the Indenture) issued pursuant to the Indenture. The Class B Notes and any other Class B Obligations issued pursuant to the Indenture will be secured on a superior basis to the Class C Notes and any other Class C Obligations. Each Class of the Class A Notes and the Class C-1 Notes constitute LIBOR Rate Notes (as defined in the Indenture). The Class B-1 Notes constitute Auction Rate Notes (as defined in the Indenture). The Trust was formed by the Depositor pursuant to the terms and provisions of a Trust Agreement, dated as of April 12, 2007, between the Depositor and Wilmington Trust Company, as Delaware trustee (the “Delaware Trustee”), as amended and supplemented by an Amended and Restated Trust Agreement, dated as of June 7, 2007 (as amended and supplemented from time to time, the “Trust Agreement”), between the Depositor and the Delaware Trustee. The assets of the Trust will include, among other things, a pool of student loans acquired with the proceeds of the Series 2007-1 Notes and all amounts collected on such student loans. Such student loans will be acquired by the Trust from the Depositor pursuant to the terms and provisions of a Loan Purchase Agreement, dated as of June 7, 2007 (as amended and supplemented from time to time, the “Depositor Student Loan Purchase Agreement”), among the Trust, the Eligible Lender Trustee, the Depositor and The Bank of New York Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., as eligible lender trustee for the Depositor (the “Depositor Eligible Lender Trustee”). Goal Financial and its affiliates utilize two warehouse facilities: (x) Higher Education Funding II, LLC, a Delaware limited liability company (“HEF II, LLC”), and (y) Higher Education Funding III, LLC, a Delaware limited liability company (“HEF III, LLC”), both of which are affiliates of Goal Financial. HEF II will sell student loans to the Depositor pursuant to an Assignment Agreement, dated as of June 7, 2007 (the “HEF II Student Loan Purchase Agreement”), among the Depositor, as purchaser, the Depositor Eligible Lender Trustee, HEF II, as seller, and The Bank of New York Trust Company, N.A., as the eligible lender for HEF II (the “HEF II Eligible Lender Trustee”). HEF III will sell student loans to the Depositor pursuant to an Assignment Agreement, dated as of June 7, 2007 (the “HEF III Student Loan Purchase Agreement”), between the Depositor, as purchaser, the Depositor Eligible Lender Trustee, HEF III, as seller, and The Bank of New York Trust Company, N.A., as the eligible lender for HEF III (the “HEF III Eligible Lender Trustee”). The Trust may acquire additional student loans pursuant to the Depositor Student Loan Purchase Agreement (such additional student loans, together with the student loans already owned by the Trust are referred to herein, collectively, as the “Financed Student Loans”). Legal title to the Financed Student Loans will be held on behalf of the Trust by the Eligible Lender Trustee pursuant to the terms and provisions of an Eligible Lender Trust Agreement, dated as of June 7, 2007 (as amended and supplemented from time to time, the “Eligible Lender Trust Agreement”), between the Trust and the Eligible Lender Trustee. The Financed Student Loans are to be serviced by (I) Great Lakes Educational Loan Services, Inc. (“Great Lakes”) pursuant to the terms and provisions of a Student Loan Servicing Agreement, dated on or about June 7, 2007, between the Trust and Great Lakes and (II) ACS Education Services, Inc. (“ACS”) pursuant to the terms and provisions of a Servicing Agreement, dated on or about June 7, 2007, between the Trust and ACS (collectively, the “Servicing Agreements”). Any Financed Student Loans that were held at HEF II were serviced by (I) Great Lakes pursuant to the terms and provisions of a Student Loan Servicing Agreement, dated as of August 31, 2004, between HEF II and Great Lakes and (II) ACS pursuant to the terms and provisions of a Servicing Agreement, dated as of August 1, 2004, between HEF II and ACS (collectively, the “HEF II Servicing Agreements”). Any Financed Student Loans that were held at HEF III were serviced by (I) Great Lakes pursuant to the terms and provisions of a Student Loan Servicing Agreement, dated as of October 28, 2004, between HEF III and Great Lakes or (II) ACS pursuant to the terms and provisions of a Servicing Agreement, dated as of November 1, 2004, between HEF III and ACS (collectively, the “HEF III Servicing Agreements”). Legal title to the Financed Student Loans will be held on behalf of the Depositor by the Depositor Eligible Lender Trustee pursuant to the terms and provisions of an Eligible Lender Trust Agreement, dated as of October 1, 2005 (as amended and supplemented from time to time, the “Depositor Eligible Lender Trust Agreement”), between the Depositor and the Depositor Eligible Lender Trustee. Legal title to the Financed Student Loans will be held on behalf of HEF II by the HEF II Eligible Lender Trustee pursuant to the terms and provisions of an Amended and Restated Eligible Lender Trust Agreement, dated as of February 9, 2006 (as amended and supplemented from time to time, the “HEF II Eligible Lender Trust Agreement”), between HEF II and the HEF II Eligible Lender Trustee. Legal title to the Financed Student Loans will be held on behalf of HEF III by the HEF III Eligible Lender Trustee pursuant to the terms and provisions of an Eligible Lender Trust Agreement, dated as of November 5, 2004 (as amended and supplemented from time to time, the “HEF III Eligible Lender Trust Agreement”), between HEF III and the HEF III Eligible Lender Trustee. Pursuant to the terms and provisions of an Administration Agreement, dated as of June 7, 2007 (as amended and supplemented from time to time, the “Administration Agreement”), among the Trust, the Indenture Trustee, the Eligible Lender Trustee, the Delaware Trustee and Goal Financial, as issuer administrator (the “Administrator”), the Administrator has agreed to perform certain administrative tasks on behalf of the Trust and the Delaware Trustee. The Trust, Goal Financial and The Bank of New York Trust Company, N.A., as verification agent (the “Verification Agent”), will enter into a Verification Agent Agreement, dated as of June 7, 2007 (as amended and supplemented from time to time, the “Verification Agent Agreement”), pursuant to which the Verification Agent verifies certain calculations performed by the Administrator. Goal Financial has agreed to repurchase certain Financed Student Loans which have lost their guarantee due to marketing errors pursuant to the terms and provisions of a Student Loan Repurchase Agreement, dated as of June 7, 2007 (as amended and supplemented from time to time, the “Student Loan Repurchase Agreement”), between the Trust and Goal Financial. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Prospectus (as hereinafter defined) or, if not defined therein, as defined in the Indenture. As used herein, the term “Basic Documents” refers to this Agreement, the Trust Agreement, the Indenture, the Servicing Agreements, the HEF II Servicing Agreements, the HEF III Servicing Agreements, the Eligible Lender Trust Agreement, the Administration Agreement, the Verification Agent Agreement, the Depositor Student Loan Purchase Agreement, the HEF II Student Loan Purchase Agreement, the HEF III Student Loan Purchase Agreement, the Depositor Eligible Lender Trust Agreement, the HEF II Eligible Lender Trust Agreement, the HEF III Eligible Lender Trust Agreement, the Guarantee Agreements (as defined in the Indenture), the Student Loan Repurchase Agreement, the Auction Agency Agreement, dated as of June 7, 2007, among the Trust, the Trustee and The Bank of New York, as auction agent (the “Auction Agent”), the Broker-Dealer Agreement, dated as of June 7, 2007, among the Trust, the Auction Agent and Banc of America Securities LLC, as broker-dealer, the Broker-Dealer Agreement, dated as of June 7, 2007, among the Trust, the Auction Agent and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as broker-dealer, the Long Form Confirmation, between the Trust and a counterparty acceptable to the Rating Agencies (the “Cap Counterparty”), and the blanket letter of representations, given by the Trust to The Depository Trust Company (“DTC”). For purposes of this Agreement, “Free Writing Prospectus” means and includes any information relating to the Series 2007-1 Notes disseminated by the Depositor, or an affiliate thereof, or any Underwriter that constitutes a “free writing prospectus” within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

INTRODUCTORY STATEMENTS. Goal Capital FundingConsolidation Loan Funding II, LLC, a Delaware limited liability company (the “Depositor”), and Goal Capital Funding Trust 2007-1, a Delaware statutory trust (the “Trust”), have has previously filed a registration statement with the Securities and Exchange Commission (the “Commission”) relating to the issuance and sale from time to time of student loan asset-backed notes. Goal Financial, LLC, a California limited liability company (formerly known as Student Loan Consolidation Center, LLC) (“Goal Financial”), owns 100a 99% of non-voting membership interest in the Depositor and CLF II Management Corp., a Delaware corporation (“CLF II Management”), owns a 1% voting membership interest in the Depositor. The Depositor proposes to cause Higher Education Funding I (the Trust “Trust”) to issue and sell to Banc of America UBS Securities LLC, Deutsche Bank Securities Inc., Barclays Capital Inc., and ▇.▇. G▇▇▇▇▇▇ Securities ▇, Sachs & Co. and Barclays Capital Inc. (each, an “Underwriter” and collectively, the “Underwriters”), $237,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-1, $155,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-2, $279,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-3, $331,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-4, and $118,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-5, (collectively, the “Class A Notes”), $45,000,000 principal amount of its Student Loan Asset-Backed Notes, Class B-1 (the “Class B-1 Notes”) and $35,000,000 242,000,000 principal amount of its Student Loan Asset-Backed Notes, Series 20072005-1, Class C-1 A-1, $269,000,000 principal amount of its Student Loan Asset-Backed Notes, Series 2005-1, Class A-2, $217,000,000 principal amount of its Student Loan Asset-Backed Notes, Series 2005-1, Class A-3, $171,000,000 principal amount of its Student Loan Asset-Backed Notes, Series 2005-1, Class A-4 and $101,000,000 principal amount of its Student Loan Asset-Backed Notes, Series 2005-1, Class A-5 (collectively, the “Series 2005-1 Notes”). The Trust has previously issued its Auction Rate Student Loan Asset Backed Notes, Senior Series 2004-1A-1 through Senior Series 2004-1A-15 in the aggregate principal amount of $900,000,000 (collectively, the “Series 2004-1 Notes”) and its Auction Rate Student Loan Asset-Backed Notes, Subordinate Series 2004-1B-1 and Subordinate Series 2004-1B-2 in the aggregate principal amount of $100,000,000 (the “Class C-1 Series 2004-1 Subordinate Notes” and, together with the Class A Notes and the Class B Series 2004-1 Senior Notes, the “Series 20072004-1 Notes”), as set forth in Schedule II hereto. The Series 20072004-1 Notes were issued, and the Series 2005-1 Notes will be issued, pursuant to the terms and provisions of an Indenture of Trust, dated as of June 7January 1, 2007 2004 (the “General Indenture”), between the Trust and The Bank of New York Trust Company, N.A.York, as indenture trustee (in such capacity, the “Indenture Trustee”) and as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”), as previously amended and supplemented pursuant to the terms and provisions of a First Supplemental Indenture of Trust, dated as of January 1, 2004 (the “First Supplemental Indenture”), between the Trust and the Indenture Trustee, as amended and restated pursuant to the terms and provisions of an Amended and Restated Indenture of Trust, dated as of March 1, 2005 (the “Amended and Restated General Indenture”), among the Trust, the Indenture Trustee and the Eligible Lender Trustee, and as further amended and supplemented pursuant to the terms and provisions of a Second Supplemental Indenture of Trust, dated as of March 1, 2005 (the “Second Supplemental Indenture” and, together with the General Indenture, the First Supplemental Indenture and the Amended and Restated General Indenture, the “Indenture”), between the Trust and the Indenture Trustee. The Class A Series 2005-1 Notes will be issued on parity with the Series 2004-1 Senior Notes. The Series 2004-1 Senior Notes, the Series 2005-1 Notes and any other Class A Senior Obligations (as defined in the Indenture) issued pursuant to the Indenture will be secured on a superior basis to the Class B Notes and the Class C Series 2004-1 Subordinate Notes and any other Class B Obligations or Class C Subordinate Obligations (each as defined in the Indenture) issued pursuant to the Indenture. The Class B Notes and any other Class B Obligations issued pursuant to the Indenture will be secured on a superior basis to the Class C Notes and any other Class C Obligations. Each Class of the Class A Notes and the Class C-1 Notes constitute LIBOR Rate Notes (as defined in the Indenture). The Class B-1 Notes constitute Auction Rate Notes (as defined in the Indenture). The Trust was formed by the Depositor pursuant to the terms and provisions of a Trust Agreement, dated as of April 12January 1, 20072004 (as amended and supplemented from time to time, the “Original Trust Agreement”), between the Depositor and Wilmington Trust CompanyThe Bank of New York (Delaware), as Delaware trustee. On February 7, 2005, The Bank of New York (Delaware) tendered its resignation as Delaware trustee of the Trust and, on February 8, 2005, Wilmington Trust Company was appointed as successor Delaware trustee for the Trust (the “Delaware Trustee”), as . The Original Trust Agreement will be amended and supplemented by restated pursuant to an Amended and Restated Trust Agreement, dated as of June 7March 1, 2007 2005 (as amended and supplemented from time to time, the “Trust Agreement”), between the Depositor and the Delaware Trustee. The assets of the Trust will include, among other things, a pool of student loans acquired with the proceeds of the Series 20072004-1 Notes (including certain additional student loans purchased with principal and interest payments on such student loans through December 31, 2004) and the Series 2005-1 Notes, any student loans acquired by the Trust through the issuance of additional notes and all amounts collected on such student loans. Such student loans have been and will be acquired by the Trust from (i) the Depositor pursuant to the terms and provisions of a an Amended and Restated Loan Purchase Agreement, dated as of June 7March 1, 2007 2005 (as amended and supplemented from time to time, the “Depositor Student Loan Purchase Agreement”), among the Trust, the Eligible Lender Trustee, the Depositor and The Bank of New York Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., as eligible lender trustee for the Depositor (the “Depositor Eligible Lender Trustee”) or (ii) Consolidation Loan Funding, LLC, a Delaware limited liability company (“CLF”), pursuant to the terms and provisions of an Amended and Restated Loan Purchase Agreement, dated as of March 1, 2005 (as amended and supplemented from time to time, the “CLF Student Loan Purchase Agreement”), among the Trust, the Eligible Lender Trustee, CLF and The Bank of New York Trust Company, N.A., as eligible lender trustee for CLF (the “CLF Eligible Lender Trustee”). Goal Financial owns a 99% non-voting membership interest in CLF and its affiliates utilize CLF Management Corp., a Delaware corporation (“CLF Management”), owns a 1% voting membership interest in CLF. Goal Financial utilizes two warehouse facilities: (x) Higher Education Funding II, LLC, a Delaware limited liability company (“HEF II, LLC”), and (y) Higher Education Funding III, LLC, a Delaware limited liability company (“HEF III, LLC”), both of which are affiliates of Goal Financial. HEF II II, LLC will sell student loans to the Depositor pursuant to an Assignment Agreement, dated as of June 7March 1, 2007 2005 (the “HEF II II, LLC Student Loan Purchase Agreement”), among between the Depositor, as purchaser, the Depositor Eligible Lender Trustee, and HEF II, LLC, as seller, and The Bank of New York Trust Company, N.A., as the eligible lender for HEF II (the “HEF II Eligible Lender Trustee”). HEF III III, LLC will sell student loans to the Depositor pursuant to an Assignment Agreement, dated as of June 7March 1, 2007 2005 (the “HEF III III, LLC Student Loan Purchase Agreement”), between the Depositor, as purchaser, the Depositor Eligible Lender Trustee, and HEF III, LLC, as seller, and The Bank of New York Trust Company, N.A., as the eligible lender for HEF III (the “HEF III Eligible Lender Trustee”). The Trust may acquire additional student loans pursuant to the Depositor Student Loan Purchase Agreement or the CLF Student Loan Purchase Agreement (such additional student loans, together with the student loans already owned by the Trust are referred to herein, collectively, as the “Financed Student Loans”). Legal title to the Financed Student Loans will be held on behalf of the Trust by the Eligible Lender Trustee pursuant to the terms and provisions of an Eligible Lender Trust Agreement, dated as of June 7January 1, 2007 2004 (as amended and supplemented from time to time, the “Eligible Lender Trust Agreement”), between the Trust and the Eligible Lender Trustee. The Financed Student Loans are to be serviced by (I) Great Lakes Educational Loan Services, Inc. (“Great Lakes”) pursuant to the terms and provisions of a Student Loan Servicing Agreement, dated on or about June 7as of January 1, 20072004, between the Trust and Great Lakes and (II) ACS Education Services, Inc. (“ACS”) pursuant to the terms and provisions of a Servicing Agreement, dated on or about June 7as of January 1, 20072004, between the Trust and ACS (collectively, the “Servicing Agreements”). Any Financed Student Loans that which were held at HEF II were serviced by (I) Great Lakes pursuant to the terms and provisions of a Student Loan Servicing Agreement, dated as of August 31, 2004, between HEF II and Great Lakes and (II) ACS pursuant to the terms and provisions of a Servicing Agreement, dated as of August 1, 2004, between HEF II and ACS (collectively, the “HEF II Servicing Agreements”). Any Financed Student Loans that which were held at HEF III were serviced by (I) Great Lakes pursuant to the terms and provisions of a Student Loan Servicing Agreement, dated as of October 28, 2004, between HEF III and Great Lakes or and (II) ACS pursuant to the terms and provisions of a Servicing Agreement, dated as of November 1, 2004, between HEF III and ACS (collectively, the “HEF III Servicing Agreements”). The Financed Student Loans have been and will be originated by (A) the Depositor, through the Depositor Eligible Lender Trustee, pursuant to (x) the terms and provisions of a Student Loan Origination and Servicing Agreement, dated as of January 1, 2004, between the Depositor and Great Lakes, as originating agent, and (y) the terms and provisions of an Origination/Servicing Agreement, dated as of January 1, 2004, between the Depositor and ACS, as originating agent, (B) CLF, through the CLF Eligible Lender Trustee, pursuant to (x) the terms and provisions of a Student Loan Origination and Servicing Agreement, dated as of March 1, 2002, between CLF and Great Lakes, as originating agent, and (y) the terms and provisions of an Origination/Servicing Agreement, dated as of March 1, 2002, between CLF and ACS (formerly known as AFSA Data Corporation), as originating agent, or (C) Higher Education Finance, LLC, a Delaware limited liability company (“FIN”), through The Bank of New York Trust Company, N.A. as eligible lender trustee for FIN (the “FIN Eligible Lender Trustee”), pursuant to (x) the terms and provisions of a Student Loan Origination and Servicing Agreement, dated as of August 31, 2004, between FIN and Great Lakes, as originating agent, and (y) the terms and provisions of an Origination/Servicing Agreement, dated as of August 1, 2004, between FIN and ACS, as originating agent (collectively, the “Origination Agreements”). Certain student loans originated by FIN, through the FIN Eligible Lender Trustee, or the Depositor, through the Depositor Eligible Lender Trustee, are sold to HEF II pursuant to the terms and provisions of a Purchase and Contribution Agreement, dated August 31, 2004 (the “FIN/Depositor HEF II Student Loan Purchase Agreement”), among HEF II, FIN, the Depositor, the FIN Eligible Lender Trustee, the Depositor Eligible Lender Trustee and The Bank of New York Trust Company, N.A., as eligible lender trustee for HEF II, LLC (the “HEF II, LLC El igible Lender Trustee”). Other student loans originated by FIN, through the FIN Eligible Lender Trustee, or the Depositor, through the Depositor Eligible Lender Trustee, are sold to HEF III pursuant to the terms and provisions of a Purchase and Sale Agreement, dated November 5, 2004 (the “FIN/Depositor HEF III Student Loan Purchase Agreement”), among HEF III, FIN, the Depositor, the FIN Eligible Lender Trustee, the Depositor Eligible Lender Trustee and The Bank of New York Trust Company, N.A., as eligible lender trustee for HEF III, LLC (the “HEF III, LLC Eligible Lender Trustee”). Legal title to the Financed Student Loans will be held on behalf of the Depositor by the Depositor Eligible Lender Trustee pursuant to the terms and provisions of an Eligible Lender Trust Agreement, dated as of October January 1, 2005 2004 (as amended and supplemented from time to time, the “Depositor Eligible Lender Trust Agreement”), between the Depositor and the Depositor Eligible Lender Trustee. Legal title to the Financed Student Loans will be held on behalf of HEF II CLF by the HEF II CLF Eligible Lender Trustee pursuant to the terms and provisions of an Amended and Restated Eligible Lender Trust Agreement, dated as of February 91, 2006 2003 (as amended and supplemented from time to time, the “HEF II CLF Eligible Lender Trust Agreement”), between HEF II CLF and the HEF II CLF Eligible Lender Trustee. Legal title to the Financed Student Loans will be held on behalf of FIN by the FIN Eligible Lender Trustee pursuant to the terms and provisions of an Eligible Lender Trust Agreement (as amended and supplemented from time to time, the “FIN Eligible Lender Trust Agreement”), between FIN and the FIN Eligible Lender Trustee. Legal title to the Financed Student Loans will be held on behalf of HEF III II, LLC by the HEF III II, LLC Eligible Lender Trustee pursuant to the terms and provisions of an Eligible Lender Trust Agreement, dated as of August 31, 2004 (as amended and supplemented from time to time, the “HEF II, LLC Eligible Lender Trust Agreement”), between HEF II, LLC and the HEF II, LLC Eligible Lender Trustee. Legal title to the Financed Student Loans will be held on behalf of HEF III, LLC by the HEF III, LLC Eligible Lender Trustee pursuant to the terms and provisions of an Eligible Lender Trust Agreement, dated as of November 5, 2004 (as amended and supplemented from time to time, the “HEF III III, LLC Eligible Lender Trust Agreement”), between HEF III III, LLC and the HEF III III, LLC Eligible Lender Trustee. Pursuant to the terms and provisions of an Amended and Restated Administration Agreement, dated as of June 7March 1, 2007 2005 (as amended and supplemented from time to time, the “Administration Agreement”), among the Trust, the Indenture Trustee, the Eligible Lender Trustee, the Delaware Trustee and Goal Financial, as issuer successor administrator (the “Administrator”), the Administrator has agreed to perform certain administrative tasks on behalf of the Trust and the Delaware Trustee. The Trust, Goal Financial and The Bank of New York Trust CompanyLord Securities Corporation, N.A.a Delaware Corporation, as verification agent (the “Verification Agent”), will enter into a Verification Agent Agreement, dated as of June 7March 1, 2007 2005 (as amended and supplemented from time to time, the “Verification Agent Agreement”), pursuant to which the Verification Agent verifies certain calculations performed by the Administrator. Goal Financial has agreed to repurchase certain Financed Student Loans which have lost their guarantee due to marketing errors pursuant to the terms and provisions of a Student Loan Repurchase Agreement, dated as of June 7January 1, 2007 2004 (as amended and supplemented from time to time, the “Student Loan Repurchase Agreement”), between the Trust and Goal Financial. The Financed Student Loans will be held by Great Lakes and ACS for the benefit of the Trust and the Indenture Trustee pursuant to the terms and provisions of (X) a Custodian Agreement, dated as of January 1, 2004 (as amended and supplemented from time to time, the “Great Lakes Custodian Agreement”), among the Trust, the Indenture Trustee, the Eligible Lender Trustee and Great Lakes, as custodian, and (Y) a Custodian Agreement, dated as of January 1, 2004 (as amended and supplemented from time to time, the “ACS Custodian Agreement”), among the Trust, the Indenture Trustee, the Eligible Len der Trustee and ACS, as custodian (collectively, the “Custodian Agreements”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Prospectus (as hereinafter defined) or, if not defined therein, as defined in the Indenture. As used herein, the term “Basic Documents” refers to this Agreement, the Trust Agreement, the Indenture, the Servicing Agreements, the HEF II Servicing Agreements, the HEF III Servicing Agreements, the Origination Agreements, the Eligible Lender Trust Agreement, the Administration Agreement, the Verification Agent Agreement, the Depositor Student Loan Purchase Agreement, the CLF Student Loan Purchase Agreement, the HEF II, LLC Student Loan Purchase Agreement, the HEF III, LLC Student Loan Purchase Agreement, FIN/Depositor HEF II Student Loan Purchase Agreement, the FIN/Depositor HEF III Student Loan Purchase Agreement, the Depositor Eligible Lender Trust Agreement, the HEF II CLF Eligible Lender Trust Agreement, the FIN Eligible Lender Trust Agreement, the HEF III II, LLC Eligible Lender Trust Agreement, the HEF III, LLC Eligible Lender Trust Agreement, the Guarantee Agreements (as defined in the Indenture), the Student Loan Repurchase Agreement, the Auction Agency Agreement, dated as of June 7, 2007, among the Trust, the Trustee and The Bank of New York, as auction agent (the “Auction Agent”), the Broker-Dealer Agreement, dated as of June 7, 2007, among the Trust, the Auction Agent and Banc of America Securities LLC, as broker-dealer, the Broker-Dealer Agreement, dated as of June 7, 2007, among the Trust, the Auction Agent and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as broker-dealer, the Long Form Confirmation, between the Trust and a counterparty acceptable to the Rating Agencies (the “Cap Counterparty”), Custodian Agreements and the blanket letter of representations, given by the Trust to The Depository Trust Company (“DTC”). For purposes of this Agreement, “Free Writing Prospectus” means and includes any information relating to the Series 2007-1 Notes disseminated by the Depositor, or an affiliate thereof, or any Underwriter that constitutes a “free writing prospectus” within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

INTRODUCTORY STATEMENTS. Goal Capital Funding, LLC, a Delaware limited liability company (the “Depositor”), and Goal Capital Funding Trust 20072006-1, a Delaware statutory trust (the “Trust”), have previously filed a registration statement with the Securities and Exchange Commission (the “Commission”) relating to the issuance and sale from time to time of student loan asset-backed notes. Goal Financial, LLC, a California limited liability company (“Goal Financial”), owns 100% of the membership interest in the Depositor. The Depositor proposes to cause the Trust to issue and sell to Banc of America Securities LLC, Deutsche Bank Securities Inc., Barclays Capital Inc., Banc of America Securities LLC, Fortis Bank nv-sa, Deutsche Bank AG, London Branch, Barclays Bank PLC and ▇.▇. ▇▇▇▇▇▇ Banc of America Securities Inc. Limited (each, an “Underwriter” and collectively, the “Underwriters”), $237,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-1, $155,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-2, $279,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-3, $331,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-4, and $118,000,000 principal amount of its Student Loan Asset-Backed Notes, Class A-5, (collectively, the “Class A Notes”), $45,000,000 principal amount of its Student Loan Asset-Backed Notes, Class B-1 (the “Class B-1 Notes”) and $35,000,000 408,651,000 principal amount of its Student Loan Asset-Backed Notes, Series 20072006-1, Class C-1 A-1, $277,373,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class A-2, $352,501,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class A-3, $234,320,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class A-4, €350,000,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class A-5 Remarketable Reset Rate Notes and $225,000,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class A-6 (collectively, the “Series 2006-1 Senior Notes”) and $70,595,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class B (the “Class C-1 Series 2006-1 Subordinate Notes” and, together with the Class A Notes and the Class B Series 2006-1 Senior Notes, the “Series 20072006-1 Notes”), as set forth in Schedule II hereto. The Series 20072006-1 Notes will be issued, pursuant to the terms and provisions of an Indenture of Trust, dated as of June 7May 25, 2007 2006 (the “Indenture”), between the Trust and The Bank of New York Trust Company, N.A.York, as indenture trustee (in such capacity, the “Indenture Trustee”) and as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”). The Class A Series 2006-1 Senior Notes and any other Class A Obligations (as defined in the Indenture) issued pursuant to the Indenture will be secured on a superior basis to the Class B Notes and the Class C Series 2006-1 Subordinate Notes and any other Class B Obligations or Class C Obligations (each as defined in the Indenture) issued pursuant to the Indenture. The In addition, the Trust may issue its Student Loan Asset-Backed Notes, Class B Notes and any other C (the “Class B Obligations issued C Notes”) pursuant to the Indenture Indenture. The Class C Notes will be secured on a superior subordinated basis to the Series 2006-1 Notes. The Class C Notes and any other Class C Obligations. Each Class of the Class A Notes and the Class C-1 A-5 Notes constitute LIBOR Reset Rate Notes (as defined in the Indenture) with a reset date of May 25, 2016 (the “Reset Date”). The terms of the Class B-1 A-5 Notes constitute Auction Rate Notes will be reset on the Reset Date pursuant to the terms and provisions of the Indenture and a Remarketing Agreement, dated as of May 25, 2006 (the “Remarketing Agreement”), among the Trust, Goal Financial and Deutsche Bank Securities Inc., Barclays Capital Inc. and Banc of America Securities LLC, as defined in the Indenture)remarketing agents. The Trust was formed by the Depositor pursuant to the terms and provisions of a Trust Agreement, dated as of April 1224, 20072006, between the Depositor and Wilmington Trust Company, as Delaware trustee (the “Delaware Trustee”), as amended and supplemented by an the Amended and Restated Trust Agreement, dated as of June 7May 25, 2007 2006 (as amended and supplemented from time to time, the “Trust Agreement”), between the Depositor and the Delaware Trustee. The assets of the Trust will include, among other things, a pool of student loans acquired with the proceeds of the Series 20072006-1 Notes and all amounts collected on such student loans. Such student loans will be acquired by the Trust from the Depositor pursuant to the terms and provisions of a Loan Purchase Agreement, dated as of June 7May 25, 2007 2006 (as amended and supplemented from time to time, the “Depositor Student Loan Purchase Agreement”), among the Trust, the Eligible Lender Trustee, the Depositor and The Bank of New York Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., as eligible lender trustee for the Depositor (the “Depositor Eligible Lender Trustee”). Goal Financial and its affiliates utilize two warehouse facilities: (x) Higher Education Funding II, LLC, a Delaware limited liability company (“HEF II, LLC”), and (y) Higher Education Funding III, LLC, a Delaware limited liability company (“HEF III, LLC”), both of which are affiliates of Goal Financial. HEF II will sell student loans to the Depositor pursuant to an Assignment Agreement, dated as of June 7May 25, 2007 2006 (the “HEF II Student Loan Purchase Agreement”), among the Depositor, as purchaser, the Depositor Eligible Lender Trustee, HEF II, as seller, and The Bank of New York Trust Company, N.A., as the eligible lender for HEF II (the “HEF II Eligible Lender Trustee”). HEF III will sell student loans to the Depositor pursuant to an Assignment Agreement, dated as of June 7May 25, 2007 2006 (the “HEF III Student Loan Purchase Agreement”), between the Depositor, as purchaser, the Depositor Eligible Lender Trustee, HEF III, as seller, and The Bank of New York Trust Company, N.A., as the eligible lender for HEF III (the “HEF III Eligible Lender Trustee”). The Trust may acquire additional student loans pursuant to the Depositor Student Loan Purchase Agreement (such additional student loans, together with the student loans already owned by the Trust are referred to herein, collectively, as the “Financed Student Loans”). Legal title to the Financed Student Loans will be held on behalf of the Trust by the Eligible Lender Trustee pursuant to the terms and provisions of an Eligible Lender Trust Agreement, dated as of June 7May 25, 2007 2006 (as amended and supplemented from time to time, the “Eligible Lender Trust Agreement”), between the Trust and the Eligible Lender Trustee. The Financed Student Loans are to be serviced by (I) Great Lakes Educational Loan Services, Inc. (“Great Lakes”) pursuant to the terms and provisions of a Student Loan Servicing Agreement, dated on or about June 7May 25, 20072006, between the Trust and Great Lakes and (II) ACS Education Services, Inc. (“ACS”) pursuant to the terms and provisions of a Servicing Agreement, dated on or about June 7May 25, 20072006, between the Trust and ACS (collectively, the “Servicing Agreements”). Any Financed Student Loans that which were held at HEF II were serviced by (I) Great Lakes pursuant to the terms and provisions of a Student Loan Servicing Agreement, dated as of August 31, 2004, between HEF II and Great Lakes and (II) ACS pursuant to the terms and provisions of a Servicing Agreement, dated as of August 1, 2004, between HEF II and ACS (collectively, the “HEF II Servicing Agreements”). Any Financed Student Loans that which were held at HEF III were serviced by (I) Great Lakes pursuant to the terms and provisions of a Student Loan Servicing Agreement, dated as of October 28, 2004, between HEF III and Great Lakes or (II) ACS pursuant to the terms and provisions of a Servicing Agreement, dated as of November 1, 2004, between HEF III and ACS (collectively, the “HEF III Servicing Agreements”). Legal title to the Financed Student Loans will be held on behalf of the Depositor by the Depositor Eligible Lender Trustee pursuant to the terms and provisions of an Eligible Lender Trust Agreement, dated as of October 1, 2005 (as amended and supplemented from time to time, the “Depositor Eligible Lender Trust Agreement”), between the Depositor and the Depositor Eligible Lender Trustee. Legal title to the Financed Student Loans will be held on behalf of HEF II by the HEF II Eligible Lender Trustee pursuant to the terms and provisions of an Amended and Restated Eligible Lender Trust Agreement, dated as of February 9, 2006 (as amended and supplemented from time to time, the “HEF II Eligible Lender Trust Agreement”), between HEF II and the HEF II Eligible Lender Trustee. Legal title to the Financed Student Loans will be held on behalf of HEF III by the HEF III Eligible Lender Trustee pursuant to the terms and provisions of an Eligible Lender Trust Agreement, dated as of November 5, 2004 (as amended and supplemented from time to time, the “HEF III Eligible Lender Trust Agreement”), between HEF III and the HEF III Eligible Lender Trustee. Pursuant to the terms and provisions of an Administration Agreement, dated as of June 7May 25, 2007 2006 (as amended and supplemented from time to time, the “Administration Agreement”), among the Trust, the Indenture Trustee, the Eligible Lender Trustee, the Delaware Trustee and Goal Financial, as issuer administrator (the “Administrator”), the Administrator has agreed to perform certain administrative tasks on behalf of the Trust and the Delaware Trustee. The Trust, Goal Financial and The Bank of New York Trust Company, N.A.York, as verification agent (the “Verification Agent”), will enter into a Verification Agent Agreement, dated as of June 7May 25, 2007 2006 (as amended and supplemented from time to time, the “Verification Agent Agreement”), pursuant to which the Verification Agent verifies certain calculations performed by the Administrator. Goal Financial has agreed to repurchase certain Financed Student Loans which have lost their guarantee due to marketing errors pursuant to the terms and provisions of a Student Loan Repurchase Agreement, dated as of June 7May 25, 2007 2006 (as amended and supplemented from time to time, the “Student Loan Repurchase Agreement”), between the Trust and Goal Financial. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Prospectus (as hereinafter defined) or, if not defined therein, as defined in the Indenture. As used herein, the term “Basic Documents” refers to this Agreement, the Trust Agreement, the Indenture, the Servicing Agreements, the HEF II Servicing Agreements, the HEF III Servicing Agreements, the Eligible Lender Trust Agreement, the Administration Agreement, the Verification Agent Agreement, the Depositor Student Loan Purchase Agreement, the HEF II Student Loan Purchase Agreement, the HEF III Student Loan Purchase Agreement, the Depositor Eligible Lender Trust Agreement, the HEF II Eligible Lender Trust Agreement, the HEF III Eligible Lender Trust Agreement, the Guarantee Agreements (as defined in the Indenture), the Student Loan Repurchase Agreement, the Auction Agency Remarketing Agreement, dated as of June 7the ISDA Master Agreement and related schedule and confirmation, 2007between the Trust and Barclays Bank PLC (the “Currency Swap Counterparty”), the Disclosure Agreement, among the Trust, the Trustee and The Bank of New YorkDepositor, as auction agent (the “Auction Agent”)Goal Financial, the Broker-Dealer Agreement, dated as of June 7, 2007, among Underwriters and the Trust, the Auction Agent and Banc of America Securities LLC, as broker-dealer, the Broker-Dealer Agreement, dated as of June 7, 2007, among the Trust, the Auction Agent and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as broker-dealer, the Long Form Confirmation, between the Trust and a counterparty acceptable to the Rating Agencies (the “Cap Currency Swap Counterparty”), and the blanket letter of representations, given by the Trust to The Depository Trust Company (“DTC”). For purposes of this Agreement, “Free Writing Prospectus” means and includes any information relating to the Series 20072006-1 Notes disseminated by the Depositor, or an affiliate thereof, or any Underwriter that constitutes a “free writing prospectus” within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).