LOAN PURCHASE AGREEMENTLoan Purchase Agreement • October 27th, 2005 • Goal Capital Funding, LLC • New York
This loan purchase agreement is made and entered into as of the 1st day of October, 2005 (this “Loan Purchase Agreement”) by and among GOAL CAPITAL FUNDING, LLC, as seller (“Seller”), GOAL CAPITAL FUNDING TRUST, 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 JPMORGAN CHASE BANK, N.A., not in its individual capacity but as eligible lender trustee for Purchaser (in such capacity, “Purchaser ELT”).
AMENDED AND RESTATED TRUST AGREEMENT between GOAL CAPITAL FUNDING, LLC, as Depositor and WILMINGTON TRUST COMPANY, as Delaware Trustee Goal Capital Funding Trust 2007-1 Dated as of June 7, 2007Trust Agreement • June 13th, 2007 • Goal Capital Funding, LLC • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of June 7, 2007 (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”).
LOAN PURCHASE AGREEMENTLoan Purchase Agreement • June 13th, 2007 • Goal Capital Funding, LLC • Asset-backed securities • New York
This Loan Purchase Agreement is made and entered into as of the 7th day of June, 2007 (this “Agreement”) by and among GOAL CAPITAL FUNDING, LLC, as seller (“Seller”), GOAL CAPITAL FUNDING TRUST 2007-1, as purchaser (“Purchaser”), THE BANK OF NEW YORK TRUST COMPANY, N.A. (as successor in interest to 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 TRUST COMPANY, N.A., not in its individual capacity but as eligible lender trustee for Purchaser (in such capacity, “Purchaser ELT”).
GOAL CAPITAL FUNDING TRUST [•]-[•] TRUST AGREEMENT By and Between GOAL CAPITAL FUNDING, LLC, AS INITIAL CERTIFICATEHOLDER AND DEPOSITOR, And AS DELAWARE TRUSTEE Dated as of [ ], [•]Trust Agreement • April 6th, 2006 • Goal Capital Funding, LLC • Asset-backed securities • Delaware
THIS TRUST AGREEMENT, dated as of [ ], [•] (as may be amended from time to time), by and among GOAL CAPITAL FUNDING, LLC, a Delaware limited liability company, as the Initial Certificateholder and Depositor, and [•] (when referred to herein in its individual capacity, the “Trust Company,” and when referred to herein solely in its capacity as trustee hereunder, (the “Delaware Trustee”), is being entered into in order to establish a Delaware statutory trust to be known as “Goal Capital Funding Trust [•]-[•]” (the “Trust”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GOAL CAPITAL FUNDING, LLC (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of October 1, 2005Limited Liability Company Agreement • October 27th, 2005 • Goal Capital Funding, LLC • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of October 1, 2005, adopted by Goal Financial, LLC, as the sole equity member (the “Initial Member”), and Orlando Figueroa, as the Independent Manager (as defined herein).
GUARANTEE AGREEMENTGuarantee Agreement • June 13th, 2007 • 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 TRUST COMPANY, N.A., AS ELIGIBLE LENDER TRUSTEE FOR GOAL CAPITAL FUNDING TRUST 2007-1 a national association organized under the laws of THE UNITED STATES OF AMERICA with its principal office at 10161 CENTURION PARKWAY, JACKSONVILLE, FL 32256 (hereinafter “Lender”).
ELIGIBLE LENDER TRUST AGREEMENT between GOAL CAPITAL FUNDING, LLC and JPMORGAN CHASE BANK, N.A. as Eligible Lender Trustee Dated as of October 1, 2005Eligible Lender Trust Agreement • October 27th, 2005 • Goal Capital Funding, LLC • New York
THIS ELIGIBLE LENDER TRUST AGREEMENT, dated as of October 1, 2005 (this “Eligible Lender Trust Agreement”), is entered into between GOAL CAPITAL FUNDING, LLC, a Delaware limited liability company (the “Depositor”), and JPMORGAN CHASE BANK, N.A., a national banking association organized and existing under the laws of the United States of America, not in its individual capacity but solely as eligible lender trustee (the “Eligible Lender Trustee”):
GOAL CAPITAL FUNDING TRUST 2007-1 UNDERWRITING AGREEMENT May 31, 2007Underwriting Agreement • June 13th, 2007 • Goal Capital Funding, LLC • Asset-backed securities • New York
STUDENT LOAN REPURCHASE AGREEMENTStudent Loan Repurchase Agreement • October 27th, 2005 • Goal Capital Funding, LLC • New York
This Student Loan Repurchase Agreement is made and entered into as of October 1, 2005 (this “Student Loan Repurchase Agreement”), between GOAL FINANCIAL, LLC, a California limited liability company (“Goal”), and GOAL CAPITAL FUNDING TRUST, a Delaware statutory trust (the “Issuer”).
FEDERAL FFEL SERVICING AGREEMENTServicing Agreement • May 4th, 2006 • Goal Capital Funding, LLC • Asset-backed securities • California
THIS AGREEMENT is made and entered into as of [•],[•] by and between [•] and Goal Capital Funding Trust [•]-[•], 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:
STUDENT LOAN REPURCHASE AGREEMENTStudent Loan Repurchase Agreement • June 13th, 2007 • 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 June 7, 2007, between GOAL FINANCIAL, LLC, a California limited liability company (“Goal”), and GOAL CAPITAL FUNDING TRUST 2007-1, a Delaware statutory trust (the “Issuer”).
LOAN PURCHASE AGREEMENTLoan Purchase Agreement • April 6th, 2006 • Goal Capital Funding, LLC • Asset-backed securities • Delaware
FOR VALUE RECEIVED, Goal Capital Funding, LLC (the “Seller”), pursuant to the terms and conditions of that certain Loan Purchase Agreement dated as of [ ], [•] (the “Agreement”) between the Seller and Goal Capital Funding Trust [•]-[•] (the “Purchaser”) does hereby grant, sell, assign, transfer and convey to [•], solely in its capacity as trustee (the “Trustee”) on behalf of the Purchaser and its successors and assigns, all right, title and interest of the Seller in and to the following:
ELIGIBLE LENDER TRUST AGREEMENT between GOAL CAPITAL FUNDING TRUST and JPMORGAN CHASE BANK, N.A., As Eligible Lender Trustee Dated as of October 1, 2005Eligible Lender Trust Agreement • October 27th, 2005 • Goal Capital Funding, LLC • New York
ELIGIBLE LENDER TRUST AGREEMENT dated as of October 1, 2005 (this “Eligible Lender Trust Agreement”) entered into between GOAL CAPITAL FUNDING TRUST, a Delaware statutory trust (the “Issuer”), and JPMORGAN CHASE BANK, N.A., a national banking association organized and existing under the laws of the United States, not in its individual capacity but solely as eligible lender trustee (the “Eligible Lender Trustee”):
ELIGIBLE LENDER TRUST AGREEMENT between GOAL CAPITAL FUNDING TRUST 2007-1 and THE BANK OF NEW YORK TRUST COMPANY, N.A., As Eligible Lender Trustee Dated as of June 7, 2007Eligible Lender Trust Agreement • June 13th, 2007 • Goal Capital Funding, LLC • Asset-backed securities • New York
ELIGIBLE LENDER TRUST AGREEMENT dated as of June 7, 2007 (this “Eligible Lender Trust Agreement”) entered into between GOAL CAPITAL FUNDING TRUST 2007-1, a Delaware statutory trust (the “Issuer”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as eligible lender trustee (the “Eligible Lender Trustee”):
ADMINISTRATION AGREEMENT among GOAL CAPITAL FUNDING TRUST 2007-1 as Issuer WILMINGTON TRUST COMPANY, as Delaware Trustee, THE BANK OF NEW YORK TRUST COMPANY, N.A., as Indenture Trustee, THE BANK OF NEW YORK TRUST COMPANY, N.A., as Eligible Lender...Administration Agreement • June 13th, 2007 • Goal Capital Funding, LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT dated as of June 7, 2007 (as amended from time to time, this “Agreement”), among GOAL CAPITAL FUNDING TRUST 2007-1, 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 TRUST COMPANY, N.A., a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, 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”).
ADMINISTRATION AGREEMENT among GOAL CAPITAL FUNDING TRUST as Issuer WILMINGTON TRUST COMPANY, as Delaware Trustee, JPMORGAN CHASE BANK, N.A., as Indenture Trustee, JPMORGAN CHASE BANK, N.A., as Eligible Lender Trustee, and GOAL FINANCIAL, LLC, as...Administration Agreement • October 27th, 2005 • Goal Capital Funding, LLC • New York
THIS ADMINISTRATION AGREEMENT dated as of October 1, 2005 (as amended from time to time, this “Administration Agreement”), among GOAL CAPITAL FUNDING TRUST, a Delaware statutory trust (the “Issuer”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Delaware trustee (the “Delaware Trustee”), JPMORGAN CHASE BANK, N.A., a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), JPMORGAN CHASE BANK, N.A., 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 “Issuer Administrator”).
GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. Student Loan Servicing AgreementStudent Loan Servicing Agreement • October 27th, 2005 • Goal Capital Funding, LLC • Wisconsin
This agreement (this “Agreement”) is made as of October 1, 2005 between GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. (“Great Lakes”) and GOAL CAPITAL FUNDING, LLC (the “Lender”), as beneficial owner of loans the legal title to which will be held by JPMorgan Chase Bank, N.A., as eligible lender trustee (the “Eligible Lender Trustee”), Lender #834226, and 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”).
AGREEMENT FOR PAYMENT ON GUARANTEE OF CONSOLIDATION LOANS WITH FEDERAL REINSURANCE (for loans to students and parents of students pursuant to the Higher Education Act of 1965, as amended)Goal Capital Funding, LLC • June 13th, 2007 • Asset-backed securities • Minnesota
(the “Lender”) wishes to be able to secure Loan guarantees on “Consolidation Loans” (as defined in the Higher Education Act of 1965 as amended and regulations thereto, hereinafter “Act”) made to “Eligible Borrowers” (as defined in the Act) for the purpose of discharging amounts owed by those Eligible borrowers on “Eligible Loans” (as defined in the Act), and
GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. Student Loan Servicing AgreementStudent Loan Servicing Agreement • October 27th, 2005 • Goal Capital Funding, LLC • Wisconsin
This agreement (this “Agreement”) is made as of October 1, 2005, between GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. (“Great Lakes”) and GOAL CAPITAL FUNDING TRUST, 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 JPMorgan Chase Bank, N.A., as eligible lender trustee (the “Eligible Lender Trustee”), Lender #834226, 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”).
GREAT LAKES HIGHER EDUCATION GUARANTEE CORPORATIONGreat Lakes • October 27th, 2005 • Goal Capital Funding, LLC
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”).
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”).
GUARANTEE AGREEMENTGuarantee Agreement • October 27th, 2005 • Goal Capital Funding, LLC
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 JPMORGAN CHASE BANK, N.A., AS ELIGIBLE LENDER TRUSTEE FOR GOAL CAP FUND TRUST AND GOAL CAPITAL FUNDING, LLC. a corporation organized under the laws of NY with its principal office at 4 NEW YORK PLAZA, NEW YORK, NY 10004 (hereinafter “Lender”).
GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. Student Loan Servicing AgreementLoan Servicing Agreement • June 13th, 2007 • Goal Capital Funding, LLC • Asset-backed securities • Wisconsin
This agreement (this “Agreement”) is made as of June 7, 2007 (the “Closing Date”) between GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. (“Great Lakes”) and GOAL CAPITAL FUNDING TRUST 2007-1, 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 Trust Company, N.A., as eligible lender trustee (the “Eligible Lender Trustee”), Lender #834226, 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”).
Federal FFEL Servicing Agreement Goal Capital Funding Trust October 1, 2005 A C S One World Trade Center, Suite 2200, Long Beach, CA 90831, 310/513-2700Servicing Agreement • October 27th, 2005 • Goal Capital Funding, LLC • California
THIS AGREEMENT is made and entered into as of October 1, 2005 by and between ACS Education Services, Inc., f/k/a AFSA Data Corporation (“ACS”) and Goal Capital Funding Trust, 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:
ASSIGNMENT AGREEMENTAssignment Agreement • June 13th, 2007 • Goal Capital Funding, LLC • Asset-backed securities • New York
This Assignment Agreement (this “Assignment Agreement”) dated as of June 7, 2007 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 The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), as eligible lender trustee for the Buyer (in such capacity, the “Buyer ELT”).
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
AGREEMENT FOR PAYMENT ON GUARANTEE OF CONSOLIDATION LOANS WITH FEDERAL REINSURANCE (for loans to students and parents of students pursuant to the Higher Education Act of 1965, as amended) WHEREAS The Bank of New York Trust Company, N.A., as Eligible...Goal Capital Funding, LLC • June 13th, 2007 • Asset-backed securities • Minnesota
(the “Lender”) wishes to be able to secure Loan guarantees on “Consolidation Loans” (as defined in the Higher Education Act of 1965 as amended and regulations thereto, hereinafter “Act”) made to “Eligible Borrowers” (as defined in the Act) for the purpose of discharging amounts owed by those Eligible borrowers on “Eligible Loans” (as defined in the Act), and
FEDERAL FFEL SERVICING AGREEMENTServicing Agreement • June 13th, 2007 • Goal Capital Funding, LLC • Asset-backed securities • California
THIS AGREEMENT is made and entered into as of June 7, 2007 (the “Closing Date”) by and between ACS Education Services, Inc., f/k/a AFSA Data Corporation (“ACS”) and Goal Capital Funding Trust 2007-1, 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:
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”).
ISDA® International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the MASTER AGREEMENT dated as of June 1, 2007 betweenMaster Agreement • June 13th, 2007 • Goal Capital Funding, LLC • Asset-backed securities
For the avoidance of doubt, and notwithstanding anything to the contrary that may be contained in the Agreement, this Credit Support Annex shall relate solely to the Transaction documented in the Confirmation dated June 1, 2007, between Party A and Party B, Internal Tracking Number 2765669, and is a Credit Support Document under this Agreement with respect to each party.
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”).
ASSIGNMENT AGREEMENTAssignment Agreement • June 13th, 2007 • Goal Capital Funding, LLC • Asset-backed securities • New York
This Assignment Agreement (this “Assignment Agreement”) dated as of June 7, 2007 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 The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), as eligible lender trustee for the Buyer (in such capacity, the “Buyer ELT”).
SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • January 4th, 2008 • Goal Capital Funding, LLC • Asset-backed securities • New York
THIS SUB-ADMINISTRATION AGREEMENT (“Agreement”), dated as of January 1, 2008 (the “Effective Date”), by and between GOAL FINANCIAL, LLC, a California limited liability company (the “Administrator”) and GOAL STRUCTURED SECURITIES, LLC, a Delaware limited liability company (the “Sub-Administrator”);
