GUARANTEE AGREEMENTGuarantee Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities
This agreement it entered into between Massachusetts Higher Education Assistance Corporation doing business as American Student Assistance®, a private nonprofit corporation created by the Commonwealth of Massachusetts with its principal office at 100 Cambridge Street, Suite 1600, Boston, Massachusetts 02114 (hereinafter “ASA”) and THE BANK OF NEW YORK AS ELIGIBLE LENDER TRUSTEE FOR GOAL CAPITAL FUNDING TRUST 2006-1 a corporation organized under the laws of NY with its principal office at 10161 CENTURION PARKWAY, JACKSONVILE, FL 32256 (hereinafter “Lender”).
GOAL CAPITAL FUNDING TRUST 2006-1 UNDERWRITING AGREEMENT May 18, 2006Underwriting Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • New York
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 “Series 2006-1 Subordinate Notes” and, together with the Series 2006-1 Senior Notes, the “Series 2006-1 Notes”), as set forth in Schedule II hereto. The Series 2006-1 Notes will be issued, pursuant to the terms and provisions of an Indenture of Trust, dated as of May 25, 2006 (the “Indenture”), between the Trust and The Bank of New York, as indenture trustee (in such capacity, the “Indenture Trustee”) and as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”). The 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 Series 2006-1 Subordinate Notes and any other Class B Obligations (as defined in the Indenture) issued pursuant to the Indenture. In addition, the Trust may issue its
STUDENT LOAN REPURCHASE AGREEMENTStudent Loan Repurchase Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • New York
This Student Loan Repurchase Agreement (this “Student Loan Repurchase Agreement”) is made and entered into as of May 25, 2006, between GOAL FINANCIAL, LLC, a California limited liability company (“Goal”), and GOAL CAPITAL FUNDING TRUST 2006-1, a Delaware statutory trust (the “Issuer”).
LOAN PURCHASE AGREEMENTLoan Purchase Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • New York
This Loan Purchase Agreement is made and entered into as of the 25th day of May, 2006 (this “Agreement”) by and among GOAL CAPITAL FUNDING, LLC, as seller (“Seller”), GOAL CAPITAL FUNDING TRUST 2006-1, as purchaser (“Purchaser”), JPMORGAN CHASE BANK, N.A., not in its individual capacity but as eligible lender trustee for Seller (in such capacity, “Seller ELT”), and THE BANK OF NEW YORK, not in its individual capacity but as eligible lender trustee for Purchaser (in such capacity, “Purchaser ELT”).
ELIGIBLE LENDER TRUST AGREEMENT between GOAL CAPITAL FUNDING TRUST 2006-1 and THE BANK OF NEW YORK, As Eligible Lender Trustee Dated as of May 25, 2006Eligible Lender Trust Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • New York
ELIGIBLE LENDER TRUST AGREEMENT dated as of May 25, 2006 (this “Eligible Lender Trust Agreement”) entered into between GOAL CAPITAL FUNDING TRUST 2006-1, a Delaware statutory trust (the “Issuer”), and THE BANK OF NEW YORK, a banking corporation organized and existing under the laws of the State of New York, as eligible lender trustee (the “Eligible Lender Trustee”):
ADMINISTRATION AGREEMENT among GOAL CAPITAL FUNDING TRUST 2006-1 as Issuer WILMINGTON TRUST COMPANY, as Delaware Trustee, THE BANK OF NEW YORK, as Indenture Trustee, THE BANK OF NEW YORK, as Eligible Lender Trustee, and GOAL FINANCIAL, LLC, as...Administration Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT dated as of May 25, 2006 (as amended from time to time, this “Agreement”), among GOAL CAPITAL FUNDING TRUST 2006-1, a Delaware statutory trust (the “Issuer” or the “Trust”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Delaware trustee (the “Delaware Trustee”), THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), THE BANK OF NEW YORK, not in its individual capacity but solely as eligible lender trustee (the “Eligible Lender Trustee”) and GOAL FINANCIAL, LLC, a California limited liability company (the “Administrator”).
FEDERAL FFEL SERVICING AGREEMENTFederal Ffel Servicing Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • California
THIS AGREEMENT is made and entered into as of May 25, 2006 (the “Closing Date”) by and between ACS Education Services, Inc., f/k/a AFSA Data Corporation (“ACS”) and Goal Capital Funding Trust 2006-1, the beneficial owner (but not legal titleholder) of certain Student Loans (herein called the “LENDER”) at Long Beach, California, with reference to the following facts:
GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. Student Loan Servicing AgreementLoan Servicing Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • Wisconsin
This agreement (this “Agreement”) is made as of May 25, 2006 (the “Closing Date”) between GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. (“Great Lakes”) and GOAL CAPITAL FUNDING TRUST 2006-1, a Delaware statutory trust (the “Lender”) for which Wilmington Trust Company serves as Delaware trustee, as beneficial owner of loans legal title to which will be held by The Bank of New York, as eligible lender trustee (the “Eligible Lender Trustee”), Lender #834117, and which is an eligible institution engaged in providing loans (“Loans”) to students and parents under Title IV, Part B, of the Higher Education Act of 1965, as amended (the “Act”).
ContractVerification Agent Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • New York
THIS VERIFICATION AGENT AGREEMENT dated as of May 25, 2006 (as amended from time to time, this “Agreement”), among GOAL CAPITAL FUNDING TRUST 2006-1, a Delaware statutory trust (the “Issuer”), GOAL FINANCIAL, LLC, a California limited liability company (the “Administrator”) and THE BANK OF NEW YORK., a New York banking corporation, as Verification Agent (the “Verification Agent”).
SCHEDULE to the ISDA Master Agreement dated as of May 25, 2006 between BARCLAYS BANK PLC (“PARTY A”) and GOAL CAPITAL FUNDING TRUST 2006-1 (“PARTY B”) Part 1 Termination ProvisionsDisclosure Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • New York
ASSIGNMENT AGREEMENTAssignment Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • New York
This Assignment Agreement (this “Assignment Agreement”) dated as of May 25, 2006 is between Higher Education Funding II, LLC (“Seller”), Goal Capital Funding, LLC (“Buyer”), The Bank of New York Trust Company, N.A. (“BONY”), as eligible lender trustee for the Seller (in such capacity, the “Seller ELT”) and JPMorgan Chase Bank, N.A., as eligible lender trustee for the Buyer (in such capacity, the “Buyer ELT”).
ASSIGNMENT AGREEMENTAssignment Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • New York
This Assignment Agreement (this “Assignment Agreement”) dated as of May 25, 2006 is between Higher Education Funding III, LLC (“Seller”), Goal Capital Funding, LLC (“Buyer”), The Bank of New York Trust Company, N.A. (“BONY”), as eligible lender trustee for the Seller (in such capacity, the “Seller ELT”) and JPMorgan Chase Bank, N.A., as eligible lender trustee for the Buyer (in such capacity, the “Buyer ELT”).
AMENDED AND RESTATED TRUST AGREEMENT between GOAL CAPITAL FUNDING, LLC, as Depositor and WILMINGTON TRUST COMPANY, as Delaware Trustee Goal Capital Funding Trust 2006-1 Dated as of May 25, 2006Trust Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of May 25, 2006 (this “Trust Agreement”), between WILMINGTON TRUST COMPANY, a Delaware banking corporation, acting hereunder not in its individual capacity but solely as Delaware trustee (the “Delaware Trustee”), and GOAL CAPITAL FUNDING, LLC, a Delaware limited liability company (the “Depositor”).
CONFIRMATIONLetter Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities
Unless otherwise defined in this Confirmation, terms used in this Confirmation but not defined herein shall have the meanings ascribed to such terms in that certain Indenture of Trust dated as of May 25, 2006 (including, but not limited to, any and all appendices and exhibits thereto) (collectively, the “Indenture”), by and among the Trust, The Bank of New York, as the eligible lender trustee, and The Bank of New York, as the indenture trustee, as the same may be amended, modified, supplemented, restated or replaced from time to time. In the event of any inconsistency between the ISDA Definitions, the Master Agreement, this Confirmation and the Indenture, the Indenture shall prevail.
REMARKETING AGREEMENTRemarketing Agency Agreement • June 1st, 2006 • Goal Capital Funding, LLC • Asset-backed securities • New York
REMARKETING AGREEMENT, dated as of May 25, 2006, among GOAL CAPITAL FUNDING TRUST 2006-1 (the “Issuer”), GOAL FINANCIAL, LLC, as administrator (the “Administrator”), and DEUTSCHE BANK SECURITIES INC. (“DB”), BARCLAYS CAPITAL INC. (“Barclays”) and BANC OF AMERICA SECURITIES LLC (“BofA”), as remarketing agents (each, a “Remarketing Agent” and, collectively, the “Remarketing Agents”).
ContractGoal Capital Funding, LLC • June 1st, 2006 • Asset-backed securities
Definitions: The term guarantor used herein shall mean the Great Lakes Higher Education Guaranty Corporation. Corporation shall mean Great Lakes Higher Education Guaranty Corporation. Lender shall include the undersigned and any eligible lender who becomes the assignee, pursuant to applicable statutes and regulations, of loans to students and parents granted under Title IV, Part B of the Higher Education Act of 1965, as amended (the “Act”).
