Common use of Acquisition Process Clause in Contracts

Acquisition Process. The Issuer, the Trustee and the Servicer agree that: a. Unless and until otherwise directed in writing by the Issuer, the Servicer shall provide to the Trustee all certificates and directions required to be delivered by the Issuer to the Trustee under the Indenture in connection with the Financing through acquisition of Eligible Loans and Student Loans thereunder. (1) Pursuant to the Issuer Student Loan Purchase Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that each Lender (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans) transfer to the Servicer or the Servicer's bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's Bailee), on or before each applicable Loan Purchase Date, physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit A (in the case of Issuer Student Loan Purchase Agreements relating to Alternative Loans) or Exhibit B (in the case of Issuer Student Loan Purchase Agreements relating to FFELP Loans) attached to the Issuer Student Loan Purchase Agreements (the "Loan Documents"), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer. (2) Pursuant to the Transfer Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that GOAL Funding transfer, or cause to be transferred, to the Servicer or the Servicer's bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's Bailee), on or before each applicable Loan Purchase Date (which term, as used in this Agreement with respect to the purchase of Financed GOAL Funding Student Loans, means the date of purchase of such loans under the applicable Transfer Agreement), physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit A (in the case of GOAL Funding Student Loan Purchase Agreements relating to Alternative Loans) or Exhibit B (in the case of GOAL Funding Student Loan Purchase Agreements relating to FFELP Loans) attached to the GOAL Funding Student Loan Purchase Agreements (the "Loan Documents"), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer. c. Within a reasonable period after delivery to the Servicer (but in no event longer than 10 Business Days unless otherwise expressly agreed) of the documentation and information relating to the Student Loans identified in Section 4(b) above, the Servicer shall (i) establish and maintain all records delivered to the Servicer with respect to each Financed Student Loan, and complete records of the Servicer's servicing of the Financed Student Loan from the date such servicing commenced, (ii) maintain possession of the loan documents described in Section 6(p) and (r) hereof that it receives as required hereunder, and (iii) image, microfilm or otherwise reproduce such documents and cause such reproductions to be stored at a separate location. d. In the course of establishing the records relating to each Financed Student Loan as described in Section 4(c) hereof, the Servicer shall make note of any item which comes to the attention of the Servicer during the establishment process (it being understood that the Servicer will not be conducting a complete file and note examination of each Student Loan to be Financed) which would make it appear that any Student Loan has not been properly originated, disbursed and documented or has not had due diligence exercised with respect thereto, in the origination, disbursement, administration, servicing and collection thereof, in accordance with the requirements of the Higher Education Act, the Guarantee Program or Alternative Loan Program, as appropriate, and the applicable Student Loan Purchase Agreement. The Servicer shall give Lenders (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans), as appropriate, a reasonable opportunity (but in no event longer than 30 days or such greater period of time as the Trustee shall consent to in writing) to correct any exceptions or problems identified by the Servicer and to provide such documentation and information to the Servicer as shall be necessary to correct such exceptions or problems. Except as otherwise permitted under the Indenture, if such exceptions or problems are not corrected, the Servicer shall return to the Lenders (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans), as appropriate, in accordance with procedures and under the conditions specified in the sections of the Student Loan Purchase Agreements relating to the rejection or repurchase of Student Loans, any documents and information related to Student Loans which have exceptions or problems resulting in such loans not being Eligible Loans. e. The Servicer shall (i) establish a course of communication with each Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) and the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) sufficient to ensure that the Servicer receives notice from each Lender, SLFC and the GOAL Funding Servicer of all transactions with respect to each Student Loan prior to the required time of delivery by the Servicer to the Trustee of the documents required by Section 4(a) hereof, and (ii) load all information necessary for servicing Financed Student Loans into its servicing system so that servicing and collection of Financed Student Loans on the basis of "simple interest" can commence as of the Loan Purchase Date or purchase date as required by Section 3 hereof. If interest has been collected on any Student Loan to be purchased by the Trustee (for the account and on behalf of the Issuer) on the basis of the "rule of 78's," the Servicer shall cause the Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) or GOAL Funding or the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) wishing to sell such loan to convert the remaining repayment schedule for each such Student Loan so that it may be collected on the basis of "simple interest." f. The Issuer and the Trustee shall promptly after each Loan Purchase Date, upon request by the Servicer, provide to the Servicer any additional documentation or information related to the Financed Student Loans which either of them may have in their possession or may reasonably be able to obtain. g. The Servicer shall, promptly after each Loan Purchase Date, notify the Borrower under each Financed Student Loan purchased on such Loan Purchase Date of the assignment and transfer to the Trustee (for the account and on behalf of the Issuer) of the Lender's (in the case of FFELP Loans), SLFC's (in the case of Alternative Loans) or GOAL Funding's (in the case of Financed GOAL Funding Student Loans) interest in each such Financed Student Loan and shall direct each such Borrower thereafter to make all payments on such Financed Student Loan directly to the Servicer until otherwise notified by the Trustee. If a Financed Student Loan has been converted from repayment under the rule of 78's to repayment under the simple interest method, as required by Section 4(e) hereof, the Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) or GOAL Funding or the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) shall notify the Borrower and shall obtain the written consent of the Borrower and take whatever additional action may be necessary to effect such conversion of repayment method in accordance with applicable legal requirements. Each Borrower notification shall include any information required to be included by the Higher Education Act and the requirements of the Guarantee Agency or Alternative Loan Program, as appropriate. h. The assignment of each Financed FFELP Loan to the Trustee (for the account and on behalf of the Issuer) shall be reported by the Servicer promptly after each applicable Loan Purchase Date to the Secretary of Education and/or the Guarantee Agency, as appropriate, and the Trustee, by a properly completed Loan Transfer Report in the form required by the Secretary of Education and/or the Guarantee Agency. i. If the Servicer at any time becomes aware of an event which would (i) allow the Issuer to reject a Student Loan under the applicable Student Loan Purchase Agreement, or (ii) allow the Issuer to require a Lender (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans) to repurchase a Financed Eligible Loan or Financed Student Loan or to substitute an Eligible Loan under the applicable Student Loan Purchase Agreement, then the Servicer shall so notify the Issuer. If the Servicer or the Issuer determine that such a Student Loan should be rejected or repurchased, the Trustee shall take such action as shall be necessary to allow the Issuer and the Trustee to enforce their respective rights under the applicable Student Loan Purchase Agreement.

Acquisition Process. The Issuer, the Trustee and the Servicer agree that: a. Unless and until otherwise directed in writing by the Issuer, the Servicer shall provide to the Trustee all certificates and directions required to be delivered by the Issuer to the Trustee under the Indenture in connection with the Financing through acquisition of Eligible Loans and Student Loans thereunder. (1) Pursuant to the Issuer Student Loan Purchase Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that each Lender (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans) transfer to the Servicer or the Servicer's bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's Bailee), on or before each applicable Loan Purchase Date, physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit A (in the case of Issuer Student Loan Purchase Agreements relating to Alternative Loans) or Exhibit B (in the case of Issuer Student Loan Purchase Agreements relating to FFELP Loans) attached to the Issuer Student Loan Purchase Agreements (the "Loan Documents"), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer. (2) Pursuant to the Transfer Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that GOAL Funding transfer, or cause to be transferred, to the Servicer or the Servicer's bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's Bailee), on or before each applicable Loan Purchase Date (which term, as used in this Agreement with respect to the purchase of Financed GOAL Funding Student Loans, means the date of purchase of such loans under the applicable Transfer Agreement), physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit A (in the case of GOAL Funding Student Loan Purchase Agreements relating to Alternative Loans) or Exhibit B (in the case of GOAL Funding Student Loan Purchase Agreements relating to FFELP Loans) attached to the GOAL Funding Student Loan Purchase Agreements (the "Loan Documents"), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer. c. Within a reasonable period after delivery to the Servicer (but in no event longer than 10 Business Days unless otherwise expressly agreed) of the documentation and information relating to the Student Loans identified in Section 4(b) above, the Servicer shall (i) establish and maintain all records delivered to the Servicer with respect to each Financed Student Loan, and complete records of the Servicer's servicing of the Financed Student Loan from the date such servicing commenced, (ii) maintain possession of the loan documents described in Section 6(p) and (r) hereof that it receives as required hereunder, and (iii) image, microfilm or otherwise reproduce such documents and cause such reproductions to be stored at a separate location. d. In the course of establishing the records relating to each Financed Student Loan as described in Section 4(c) hereof, the Servicer shall make note of any item which comes to the attention of the Servicer during the establishment process (it being understood that the Servicer will not be conducting a complete file and note examination of each Student Loan to be Financed) which would make it appear that any Student Loan has not been properly originated, disbursed and documented or has not had due diligence exercised with respect thereto, in the origination, disbursement, administration, servicing and collection thereof, in accordance with the requirements of the Higher Education Act, the Guarantee Program or Alternative Loan Program, as appropriate, and the applicable Student Loan Purchase Agreement. The Servicer shall give Lenders (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans), as appropriate, a reasonable opportunity (but in no event longer than 30 days or such greater period of time as the Trustee shall consent to in writing) to correct any exceptions or problems identified by the Servicer and to provide such documentation and information to the Servicer as shall be necessary to correct such exceptions or problems. Except as otherwise permitted under the Indenture, if such exceptions or problems are not corrected, the Servicer shall return to the Lenders (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans), as appropriate, in accordance with procedures and under the conditions specified in the sections of the Student Loan Purchase Agreements relating to the rejection or repurchase of Student Loans, any documents and information related to Student Loans which have exceptions or problems resulting in such loans not being Eligible Loans. e. The Servicer shall (i) establish a course of communication with each Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) and the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) sufficient to ensure that the Servicer receives notice from each Lender, SLFC and the GOAL Funding Servicer of all transactions with respect to each Student Loan prior to the required time of delivery by the Servicer to the Trustee of the documents required by Section 4(a) hereof, and (ii) load all information necessary for servicing Financed Student Loans into its servicing system so that servicing and collection of Financed Student Loans on the basis of "simple interest" can commence as of the Loan Purchase Date or purchase date as required by Section 3 hereof. If interest has been collected on any Student Loan to be purchased by the Trustee (for the account and on behalf of the Issuer) on the basis of the "rule of 78's," the Servicer shall cause the Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) or GOAL Funding or the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) wishing to sell such loan to convert the remaining repayment schedule for each such Student Loan so that it may be collected on the basis of "simple interest." f. The Issuer and the Trustee shall promptly after each Loan Purchase Date, upon request by the Servicer, provide to the Servicer any additional documentation or information related to the Financed Student Loans which either of them may have in their possession or may reasonably be able to obtain. g. The Servicer shall, promptly after each Loan Purchase Date, notify the Borrower under each Financed Student Loan purchased on such Loan Purchase Date of the assignment and transfer to the Trustee (for the account and on behalf of the Issuer) of the Lender's (in the case of FFELP Loans), SLFC's (in the case of Alternative Loans) or GOAL Funding's (in the case of Financed GOAL Funding Student Loans) interest in each such Financed Student Loan and shall direct each such Borrower thereafter to make all payments on such Financed Student Loan directly to the Servicer until otherwise notified by the Trustee. If a Financed Student Loan has been converted from repayment under the rule of 78's to repayment under the simple interest method, as required by Section 4(e) hereof, the Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) or GOAL Funding or the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) shall notify the Borrower and shall obtain the written consent of the Borrower and take whatever additional action may be necessary to effect such conversion of repayment method in accordance with applicable legal requirements. Each Borrower notification shall include any information required to be included by the Higher Education Act and the requirements of the Guarantee Agency or Alternative Loan Program, as appropriate. h. The assignment of each Financed FFELP Loan to the Trustee (for the account and on behalf of the Issuer) shall be reported by the Servicer promptly after each applicable Loan Purchase Date to the Secretary of Education and/or the Guarantee Agency, as appropriate, and the Trustee, by a properly completed Loan Transfer Report in the form required by the Secretary of Education and/or the Guarantee Agency. i. If the Servicer at any time becomes aware of an event which would (i) allow the Issuer to reject a Student Loan under the applicable Student Loan Purchase Agreement, or (ii) allow the Issuer to require a Lender (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans) to repurchase a Financed Eligible Loan or Financed Student Loan or to substitute an Eligible Loan under the applicable Student Loan Purchase Agreement, then the Servicer shall so notify the Issuer. If the Servicer or the Issuer determine that such a Student Loan should be rejected or repurchased, the Trustee shall take such action as shall be necessary to allow the Issuer and the Trustee to enforce their respective rights under the applicable Student Loan Purchase Agreement.the

Acquisition Process. The Issuer, the Trustee and the Servicer agree that: a. Unless and until otherwise directed in writing by the Issuer, the Servicer shall provide to the Trustee all certificates and directions required to be delivered by the Issuer to the Trustee under the Indenture in connection with the Financing through acquisition of Eligible Loans and Student Loans thereunder. (1) Pursuant to the Issuer Student Loan Purchase Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that each Lender (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans) transfer to the Servicer or the Servicer's bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's Bailee), on or before each applicable Loan Purchase Date, physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit A (in the case of Issuer Student Loan Purchase Agreements relating to Alternative Loans) or Exhibit B (in the case of Issuer Student Loan Purchase Agreements relating to FFELP Loans) attached to the Issuer Student Loan Purchase Agreements (the "Loan Documents"), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer. (2) Pursuant to the Transfer Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that GOAL Funding transfer, or cause to be transferred, to the Servicer or the Servicer's bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's Bailee), on or before each applicable Loan Purchase Date (which term, as used in this Agreement with respect to the purchase of Financed GOAL Funding Student Loans, means the date of purchase of such loans under the applicable Transfer Agreement), physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit A (in the case of GOAL Funding Student Loan Purchase Agreements relating to Alternative Loans) or Exhibit B (in the case of GOAL Funding Student Loan Purchase Agreements relating to FFELP Loans) attached to the GOAL Funding Student Loan Purchase Agreements (the "Loan Documents"), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer. c. Within a reasonable period after delivery to the Servicer (but in no event longer than 10 Business Days unless otherwise expressly agreed) of the documentation and information relating to the Student Loans identified in Section 4(b) above, the Servicer shall (i) establish and maintain all records delivered to the Servicer with respect to each Financed Student Loan, and complete records of the Servicer's servicing of the Financed Student Loan from the date such servicing commenced, (ii) maintain possession of the loan documents described in Section 6(p) and (r) hereof that it receives as required hereunder, and (iii) image, microfilm or otherwise reproduce such documents and cause such reproductions to be stored at a separate location. d. In the course of establishing the records relating to each Financed Student Loan as described in Section 4(c) hereof, the Servicer shall make note of any item which comes to the attention of the Servicer during the establishment process (it being understood that the Servicer will not be conducting a complete file and note examination of each Student Loan to be Financed) which would make it appear that any Student Loan has not been properly originated, disbursed and documented or has not had due diligence exercised with respect thereto, in the origination, disbursement, administration, servicing and collection thereof, in accordance with the requirements of the Higher Education Act, the Guarantee Program or Alternative Loan Program, as appropriate, and the applicable Student Loan Purchase Agreement. The Servicer shall give Lenders (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans), as appropriate, a reasonable opportunity (but in no event longer than 30 days or such greater period of time as the Trustee shall consent to in writing) to correct any exceptions or problems identified by the Servicer and to provide such documentation and information to the Servicer as shall be necessary to correct such exceptions or problems. Except as otherwise permitted under the Indenture, if such exceptions or problems are not corrected, the Servicer shall return to the Lenders (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans), as appropriate, in accordance with procedures and under the conditions specified in the sections of the Student Loan Purchase Agreements relating to the rejection or repurchase of Student Loans, any documents and information related to Student Loans which have exceptions or problems resulting in such loans not being Eligible Loans. e. The Servicer shall (i) establish a course of communication with each Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) and the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) sufficient to ensure that the Servicer receives notice from each Lender, SLFC and the GOAL Funding Servicer of all transactions with respect to each Student Loan prior to the required time of delivery by the Servicer to the Trustee of the documents required by Section 4(a) hereof, and (ii) load all information necessary for servicing Financed Student Loans into its servicing system so that servicing and collection of Financed Student Loans on the basis of "simple interest" can commence as of the Loan Purchase Date or purchase date as required by Section 3 hereof. If interest has been collected on any Student Loan to be purchased by the Trustee (for the account and on behalf of the Issuer) on the basis of the "rule of 78's," the Servicer shall cause the Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) or GOAL Funding or the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) wishing to sell such loan to convert the remaining repayment schedule for each such Student Loan so that it may be collected on the basis of "simple interest." f. The Issuer and the Trustee shall promptly after each Loan Purchase Date, upon request by the Servicer, provide to the Servicer any additional documentation or information related to the Financed Student Loans which either of them may have in their possession or may reasonably be able to obtain. g. The Servicer shall, promptly after each Loan Purchase Date, notify the Borrower under each Financed Student Loan purchased on such Loan Purchase Date of the assignment and transfer to the Trustee (for the account and on behalf of the Issuer) of the Lender's (in the case of FFELP Loans), SLFC's (in the case of Alternative Loans) or GOAL Funding's (in the case of Financed GOAL Funding Student Loans) interest in each such Financed Student Loan and shall direct each such Borrower thereafter to make all payments on such Financed Student Loan directly to the Servicer until otherwise notified by the Trustee. If a Financed Student Loan has been converted from repayment under the rule of 78's to repayment under the simple interest method, as required by Section 4(e) hereof, the Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) or GOAL Funding or the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) shall notify the Borrower and shall obtain the written consent of the Borrower and take whatever additional action may be necessary to effect such conversion of repayment method in accordance with applicable legal requirements. Each Borrower notification shall include any information required to be included by the Higher Education Act and the requirements of the Guarantee Agency or Alternative Loan Program, as appropriate. h. The assignment of each Financed FFELP Loan to the Trustee (for the account and on behalf of the Issuer) shall be reported by the Servicer promptly after each applicable Loan Purchase Date to the Secretary of Education and/or the Guarantee Agency, as appropriate, and the Trustee, by a properly completed Loan Transfer Report in the form required by the Secretary of Education and/or the Guarantee Agency. i. If the Servicer at any time becomes aware of an event which would (i) allow the Issuer to reject a Student Loan under the applicable Student Loan Purchase Agreement, or (ii) allow the Issuer to require a Lender (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans) to repurchase a Financed Eligible Loan or Financed Student Loan or to substitute an Eligible Loan under the applicable Student Loan Purchase Agreement, then the Servicer shall so notify the Issuer. If the Servicer or the Issuer determine that such a Student Loan should be rejected or repurchased, the Trustee shall take such action as shall be necessary to allow the Issuer and the Trustee to enforce their respective rights under the applicable Student Loan Purchase Agreement.

Acquisition Process. The Issuer, the Trustee and the Servicer agree that: a. Unless and until otherwise directed in writing by the Issuer, the Servicer shall provide to the Trustee all certificates and directions required to be delivered by the Issuer to the Trustee under the Indenture in connection with the Financing through acquisition of Eligible Loans and Student Loans thereunder. (1) Pursuant to the Issuer Student Loan Purchase Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that each Lender (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans) transfer to the Servicer or the Servicer's ’s bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's ’s Bailee), on or before each applicable Loan Purchase Date, physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit A (in the case of Issuer Student Loan Purchase Agreements relating to Alternative Loans) or Exhibit B (in the case of Issuer Student Loan Purchase Agreements relating to FFELP Loans) attached to the Issuer Student Loan Purchase Agreements (the "“Loan Documents"”), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer. (2) Pursuant to the Transfer Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that GOAL Funding II transfer, or cause to be transferred, to the Servicer or the Servicer's ’s bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's ’s Bailee), on or before each applicable Loan Purchase Date (which term, as used in this Agreement with respect to the purchase of Financed GOAL Funding II Student Loans, means the date of purchase of such loans under the applicable Transfer Agreement), physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit A (in the case of GOAL Funding II Student Loan Purchase Agreements relating to Alternative Loans) or Exhibit B (in the case of GOAL Funding II Student Loan Purchase Agreements relating to FFELP Loans) attached to the GOAL Funding II Student Loan Purchase Agreements (the "“Loan Documents"”), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer. c. Within a reasonable period after delivery to the Servicer (but in no event longer than 10 Business Days unless otherwise expressly agreed) of the documentation and information relating to the Student Loans identified in Section 4(b) above, the Servicer shall (i) establish and maintain all records delivered to the Servicer with respect to each Financed Student Loan, and complete records of the Servicer's ’s servicing of the Financed Student Loan from the date such servicing commenced, (ii) maintain possession of the loan documents described in Section 6(p) and (r) hereof that it receives as required hereunder, and (iii) image, microfilm or otherwise reproduce such documents and cause such reproductions to be stored at a separate location. d. In the course of establishing the records relating to each Financed Student Loan as described in Section 4(c) hereof, the Servicer shall make note of any item which comes to the attention of the Servicer during the establishment process (it being understood that the Servicer will not be conducting a complete file and note examination of each Student Loan to be Financed) which would make it appear that any Student Loan has not been properly originated, disbursed and documented or has not had due diligence exercised with respect thereto, in the origination, disbursement, administration, servicing and collection thereof, in accordance with the requirements of the Higher Education Act, the Guarantee Program or Alternative Loan Program, as appropriate, and the applicable Student Loan Purchase Agreement. The Servicer shall give Lenders (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans), as appropriate, a reasonable opportunity (but in no event longer than 30 days or such greater period of time as the Trustee shall consent to in writing) to correct any exceptions or problems identified by the Servicer and to provide such documentation and information to the Servicer as shall be necessary to correct such exceptions or problems. Except as otherwise permitted under the Indenture, if such exceptions or problems are not corrected, the Servicer shall return to the Lenders (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans), as appropriate, in accordance with procedures and under the conditions specified in the sections of the Student Loan Purchase Agreements relating to the rejection or repurchase of Student Loans, any documents and information related to Student Loans which have exceptions or problems resulting in such loans not being Eligible Loans. e. The Servicer shall (i) establish a course of communication with each Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) and the GOAL Funding II Servicer (in the case of Financed GOAL Funding II Student Loans) sufficient to ensure that the Servicer receives notice from each Lender, SLFC and the GOAL Funding II Servicer of all transactions with respect to each Student Loan prior to the required time of delivery by the Servicer to the Trustee of the documents required by Section 4(a) hereof, and (ii) load all information necessary for servicing Financed Student Loans into its servicing system so that servicing and collection of Financed Student Loans on the basis of "“simple interest" ” can commence as of the Loan Purchase Date or purchase date as required by Section 3 hereof. If interest has been collected on any Student Loan to be purchased by the Trustee (for the account and on behalf of the Issuer) on the basis of the "“rule of 78's’s," ” the Servicer shall cause the Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) or GOAL Funding II or the GOAL Funding II Servicer (in the case of Financed GOAL Funding II Student Loans) wishing to sell such loan to convert the remaining repayment schedule for each such Student Loan so that it may be collected on the basis of "“simple interest."” f. The Issuer and the Trustee shall promptly after each Loan Purchase Date, upon request by the Servicer, provide to the Servicer any additional documentation or information related to the Financed Student Loans which either of them may have in their possession or may reasonably be able to obtain. g. The Servicer shall, promptly after each Loan Purchase Date, notify the Borrower under each Financed Student Loan purchased on such Loan Purchase Date of the assignment and transfer to the Trustee (for the account and on behalf of the Issuer) of the Lender's ’s (in the case of FFELP Loans), SLFC's ’s (in the case of Alternative Loans) or GOAL Funding's Funding II’s (in the case of Financed GOAL Funding II Student Loans) interest in each such Financed Student Loan and shall direct each such Borrower thereafter to make all payments on such Financed Student Loan directly to the Servicer until otherwise notified by the Trustee. If a Financed Student Loan has been converted from repayment under the rule of 78's ’s to repayment under the simple interest method, as required by Section 4(e) hereof, the Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) or GOAL Funding II or the GOAL Funding II Servicer (in the case of Financed GOAL Funding II Student Loans) shall notify the Borrower and shall obtain the written consent of the Borrower and take whatever additional action may be necessary to effect such conversion of repayment method in accordance with applicable legal requirements. Each Borrower notification shall include any information required to be included by the Higher Education Act and the requirements of the Guarantee Agency or Alternative Loan Program, as appropriate. h. The assignment of each Financed FFELP Loan to the Trustee (for the account and on behalf of the Issuer) shall be reported by the Servicer promptly after each applicable Loan Purchase Date to the Secretary of Education and/or the Guarantee Agency, as appropriate, and the Trustee, by a properly completed Loan Transfer Report in the form required by the Secretary of Education and/or the Guarantee Agency. i. If the Servicer at any time becomes aware of an event which would (i) allow the Issuer to reject a Student Loan under the applicable Student Loan Purchase Agreement, or (ii) allow the Issuer to require a Lender (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans) to repurchase a Financed Eligible Loan or Financed Student Loan or to substitute an Eligible Loan under the applicable Student Loan Purchase Agreement, then the Servicer shall so notify the Issuer. If the Servicer or the Issuer determine that such a Student Loan should be rejected or repurchased, the Trustee shall take such action as shall be necessary to allow the Issuer and the Trustee to enforce their respective rights under the applicable Student Loan Purchase Agreement.

Acquisition Process. The Issuer, the Trustee and the Servicer agree ------------------- that: a. Unless and until otherwise directed in writing by the Issuer, the Servicer shall provide to the Trustee all certificates and directions required to be delivered by the Issuer to the Trustee under the Indenture in connection with the Financing through acquisition of Eligible Loans and Student Loans thereunder. (1) Pursuant to the Issuer Student Loan Purchase Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that each Lender (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans) transfer to the Servicer or the Servicer's bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's Bailee), on or before each applicable Loan Purchase Date, physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit A (in the case of Issuer Student Loan Purchase Agreements relating to Alternative Loans) or Exhibit B (in the case of Issuer Student Loan Purchase Agreements relating to FFELP Loans) attached to the Issuer Student Loan Purchase Agreements (the "Loan Documents"), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer. (2) Pursuant to the Transfer Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that GOAL Funding transfer, or cause to be transferred, to the Servicer or the Servicer's bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's Bailee), on or before each applicable Loan Purchase Date (which term, as used in this Agreement with respect to the purchase of Financed GOAL Funding Student Loans, means the date of purchase of such loans under the applicable Transfer Agreement), physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit A (in the case of GOAL Funding Student Loan Purchase Agreements relating to Alternative Loans) or Exhibit B (in the case of GOAL Funding Student Loan Purchase Agreements relating to FFELP Loans) attached to the GOAL Funding Student Loan Purchase Agreements (the "Loan Documents"), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer. c. Within a reasonable period after delivery to the Servicer (but in no event longer than 10 Business Days unless otherwise expressly agreed) of the documentation and information relating to the Student Loans identified in Section 4(b) above, the Servicer shall (i) establish and maintain all records delivered to the Servicer with respect to each Financed Student Loan, and complete records of the Servicer's servicing of the Financed Student Loan from the date such servicing commenced, (ii) maintain possession of the loan documents described in Section 6(p) and (r) hereof that it receives as required hereunder, and (iii) image, microfilm or otherwise reproduce such documents and cause such reproductions to be stored at a separate location. d. In the course of establishing the records relating to each Financed Student Loan as described in Section 4(c) hereof, the Servicer shall make note of any item which comes to the attention of the Servicer during the establishment process (it being understood that the Servicer will not be conducting a complete file and note examination of each Student Loan to be Financed) which would make it appear that any Student Loan has not been properly originated, disbursed and documented or has not had due diligence exercised with respect thereto, in the origination, disbursement, administration, servicing and collection thereof, in accordance with the requirements of the Higher Education Act, the Guarantee Program or Alternative Loan Program, as appropriate, and the applicable Student Loan Purchase Agreement. The Servicer shall give Lenders (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans), as appropriate, a reasonable opportunity (but in no event longer than 30 days or such greater period of time as the Trustee shall consent to in writing) to correct any exceptions or problems identified by the Servicer and to provide such documentation and information to the Servicer as shall be necessary to correct such exceptions or problems. Except as otherwise permitted under the Indenture, if such exceptions or problems are not corrected, the Servicer shall return to the Lenders (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans), as appropriate, in accordance with procedures and under the conditions specified in the sections of the Student Loan Purchase Agreements relating to the rejection or repurchase of Student Loans, any documents and information related to Student Loans which have exceptions or problems resulting in such loans not being Eligible Loans. e. The Servicer shall (i) establish a course of communication with each Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) and the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) sufficient to ensure that the Servicer receives notice from each Lender, SLFC and the GOAL Funding Servicer of all transactions with respect to each Student Loan prior to the required time of delivery by the Servicer to the Trustee of the documents required by Section 4(a) hereof, and (ii) load all information necessary for servicing Financed Student Loans into its servicing system so that servicing and collection of Financed Student Loans on the basis of "simple interest" can commence as of the Loan Purchase Date or purchase date as required by Section 3 hereof. If interest has been collected on any Student Loan to be purchased by the Trustee (for the account and on behalf of the Issuer) on the basis of the "rule of 78's," the Servicer shall cause the Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) or GOAL Funding or the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) wishing to sell such loan to convert the remaining repayment schedule for each such Student Loan so that it may be collected on the basis of "simple interest." f. The Issuer and the Trustee shall promptly after each Loan Purchase Date, upon request by the Servicer, provide to the Servicer any additional documentation or information related to the Financed Student Loans which either of them may have in their possession or may reasonably be able to obtain. g. The Servicer shall, promptly after each Loan Purchase Date, notify the Borrower under each Financed Student Loan purchased on such Loan Purchase Date of the assignment and transfer to the Trustee (for the account and on behalf of the Issuer) of the Lender's (in the case of FFELP Loans), SLFC's (in the case of Alternative Loans) or GOAL Funding's (in the case of Financed GOAL Funding Student Loans) interest in each such Financed Student Loan and shall direct each such Borrower thereafter to make all payments on such Financed Student Loan directly to the Servicer until otherwise notified by the Trustee. If a Financed Student Loan has been converted from repayment under the rule of 78's to repayment under the simple interest method, as required by Section 4(e) hereof, the Lender (in the case of FFELP Loans), SLFC (in the case of Alternative Loans) or GOAL Funding or the GOAL Funding Servicer (in the case of Financed GOAL Funding Student Loans) shall notify the Borrower and shall obtain the written consent of the Borrower and take whatever additional action may be necessary to effect such conversion of repayment method in accordance with applicable legal requirements. Each Borrower notification shall include any information required to be included by the Higher Education Act and the requirements of the Guarantee Agency or Alternative Loan Program, as appropriate. h. The assignment of each Financed FFELP Loan to the Trustee (for the account and on behalf of the Issuer) shall be reported by the Servicer promptly after each applicable Loan Purchase Date to the Secretary of Education and/or the Guarantee Agency, as appropriate, and the Trustee, by a properly completed Loan Transfer Report in the form required by the Secretary of Education and/or the Guarantee Agency. i. If the Servicer at any time becomes aware of an event which would (i) allow the Issuer to reject a Student Loan under the applicable Student Loan Purchase Agreement, or (ii) allow the Issuer to require a Lender (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans) to repurchase a Financed Eligible Loan or Financed Student Loan or to substitute an Eligible Loan under the applicable Student Loan Purchase Agreement, then the Servicer shall so notify the Issuer. If the Servicer or the Issuer determine that such a Student Loan should be rejected or repurchased, the Trustee shall take such action as shall be necessary to allow the Issuer and the Trustee to enforce their respective rights under the applicable Student Loan Purchase Agreement.