GOAL CAPITAL FUNDING TRUST $[ ] Class A Asset-Backed Notes $[ ] Class B Asset- Backed Notes $[ ] Class C Asset-Backed Notes UNDERWRITING AGREEMENTUnderwriting Agreement • August 31st, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities • New York
Goal Capital Funding, LLC (the “Company”), proposes to cause Goal Capital Funding Trust (the “Issuer”) to issue $[ ] aggregate principal amount of Class A Asset Backed Notes, Series [ ] (the “Class A Notes”, $[ ] aggregate principal amount of the Class B Asset Backed Notes, Series [ ] (the “Class B Notes”) and $[ ] aggregate principal amount of the Class C Asset Backed Notes, Series [ ] (the “Class C Notes”, and together with the Class A Notes and the Class B Notes, the “Offered Notes”). The offering of the Offered Notes by the Underwriters pursuant to this Agreement is referred to herein as the “Note Offering”).
LOAN PURCHASE AGREEMENTLoan Purchase Agreement • August 31st, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities • Delaware
This loan purchase agreement is made and entered into as of the [ ] (this “Loan Purchase Agreement”) by and among GOAL CAPITAL FUNDING, LLC, as seller (“Seller”), GOAL CAPITAL FUNDING TRUST, as purchaser (“Purchaser”), [ ], not in its individual capacity but as eligible lender trustee for Seller (in such capacity, “Seller ELT”), and [ ], 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, LLC and as Eligible Lender Trustee Dated as of [ ], 2005Eligible Lender Trust Agreement • August 31st, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities • New York
THIS ELIGIBLE LENDER TRUST AGREEMENT, dated as of [ ], 2005 (this “Eligible Lender Trust Agreement”), is entered into between GOAL CAPITAL FUNDING, LLC, a Delaware limited liability company (the “Depositor”), and [ ], a national banking association organized and existing under the laws of the United States of America, as eligible lender trustee (the “Eligible Lender Trustee”):
STUDENT LOAN REPURCHASE AGREEMENTStudent Loan Repurchase Agreement • August 31st, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities • New York
This Student Loan Repurchase Agreement is made and entered into as of [ ], 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”).
AMENDED AND RESTATED LOAN PURCHASE AGREEMENTLoan Purchase Agreement • March 24th, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities • New York
FOR VALUE RECEIVED, Consolidation Loan Funding, LLC (the “Seller”) (and with respect to legal title thereto, Seller ELT on behalf of Seller), pursuant to the terms and conditions of that certain Amended and Restated Loan Purchase Agreement, dated as of March 1, 2005 (as the same may be amended or otherwise modified from time to time, the “Loan Purchase Agreement”), among the Seller, Higher Education Funding I, a Delaware statutory trust, as purchaser (“Purchaser”), The Bank of New York Trust Company, 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”), does hereby grant, sell, assign, transfer and convey to Purchaser (and, with respect to legal title thereto, Purchaser ELT on behalf of Purchaser), and its successors and assigns, all right, title and interest of the Seller (and with respect
ELIGIBLE LENDER TRUST AGREEMENT between GOAL CAPITAL FUNDING TRUST and As Eligible Lender Trustee Dated as of [ ], 2005Eligible Lender Trust Agreement • August 31st, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities • New York
ELIGIBLE LENDER TRUST AGREEMENT dated as of [ ], 2005 (this “Eligible Lender Trust Agreement”) entered into between GOAL CAPITAL FUNDING TRUST, a Delaware statutory trust (the “Issuer”), and [ ], 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 as Issuer WILMINGTON TRUST COMPANY, as Delaware Trustee, as Indenture Trustee, as Eligible Lender Trustee, and GOAL FINANCIAL, LLC, as Issuer Administrator Dated as of [ ], 2005Administration Agreement • August 31st, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT dated as of [ ], 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”), [ ], a New York banking corporation, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), [ ], as eligible lender trustee (the “Eligible Lender Trustee”) and GOAL FINANCIAL, LLC, a California limited liability company (the “Issuer Administrator”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 24th, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities
This Amendment (“Amendment”) is made and entered into as of March 1, 2005 by Goal Financial, LLC (“Goal”), formerly known as Student Loan Consolidation Center, LLC, CLF Management Corp. (“CLF Management,” and together with Goal, “Members”), and CLF II Management Corp.
AMENDED AND RESTATED TRUST AGREEMENT between CONSOLIDATION LOAN FUNDING II, LLC, as Depositor and WILMINGTON TRUST COMPANY, as Delaware Trustee Higher Education Funding I, Dated as of March 1, 2005Trust Agreement • March 24th, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of March 1, 2005 (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 CONSOLIDATION LOAN FUNDING II, LLC, a Delaware limited liability company (the “Depositor”).
HIGHER EDUCATION FUNDING I UNDERWRITING AGREEMENT March 2, 2005Underwriting Agreement • March 24th, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities • New York
LIMITED LIABILITY COMPANY AGREEMENT OF GOAL CAPITAL FUNDING, LLC (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of August 11, 2005Limited Liability Company Agreement • August 31st, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities • Delaware
LIMITED LIABILITY COMPANY AGREEMENT dated as of August 11, 2005, adopted by Goal Financial, LLC, as the sole equity member (the “Initial Member”), and August 11, as the Independent Manager (as defined herein).
TRUST AGREEMENTTrust Agreement • August 31st, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities
THIS TRUST AGREEMENT, dated as of August 15, 2005, between Goal Capital Funding, LLC, a Delaware limited liability company (the “Company”), and Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”). The Company and the Owner Trustee hereby agree as follows:
AMENDED AND RESTATED ADMINISTRATION AGREEMENT among HIGHER EDUCATION FUNDING I, 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,...Administration Agreement • March 24th, 2005 • Consolidation Loan Funding Ii, LLC • Asset-backed securities • New York
THIS AMENDED AND RESTATED ADMINISTRATION AGREEMENT dated as of March 1, 2005 (as amended from time to time, this “Administration Agreement”), among HIGHER EDUCATION FUNDING I, 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”), THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (in such capacity, the “Indenture Trustee”), and as Eligible Lender Trustee (in such capacity, the “Eligible Lender Trustee”) and GOAL FINANCIAL, LLC, a California limited liability company (the “Issuer Administrator”).
