Loan Purchase Agreement



 Exhibit 10.1 
 LOAN PURCHASE AGREEMENT 
 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”). 
 WITNESSETH: 
 WHEREAS, Seller, through its eligible lender trustee, is engaged in a program of acquiring Eligible Loans; 
 WHEREAS,
Purchaser, through its eligible lender trustee, is engaged in a program of acquiring Eligible Loans; 
 WHEREAS, Seller, through its
eligible lender trustee, desires from time to time to sell to Purchaser, through its eligible lender trustee, certain Eligible Loans in accordance with the terms and conditions of this Agreement; 
 WHEREAS, Seller ELT holds legal title to, and serves as eligible lender trustee with respect to, Eligible Loans on behalf of Seller; and

 WHEREAS, Purchaser ELT holds legal title to, and serves as eligible lender trustee with respect to, Eligible Loans on behalf of
Purchaser. 
 NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained, the parties agree as
follows: 
 ARTICLE I 
 DEFINITIONS 
 Unless the context otherwise requires, capitalized terms defined in the Indenture of Trust and used but not
defined in this Agreement shall have the meanings set forth in the Indenture of Trust. The following words and terms used in this Agreement shall have the following meanings unless otherwise provided herein or unless the context or use clearly
indicates another or different meaning or intent: 
 “Agreement” shall mean this Loan Purchase Agreement, including the exhibit
attached hereto, and any supplements or amendments hereto. 
 “Certificate of Insurance” shall mean a certificate of federal loan
insurance issued with respect to an Eligible Loan by the Secretary pursuant to the Higher Education Act. 
 “Commitment” shall mean
Seller’s commitment to sell Eligible Loans to Purchaser pursuant to Section 2.1 hereof. 







 “Contract of Insurance” shall mean a contract of insurance under the Higher Education Act
between the Secretary and the Eligible Lender Trustee for the benefit of the Seller or the Secretary and the Eligible Lender Trustee for the benefit of the Purchaser, providing for the Insurance of Eligible Loans. 
 “Eligible Lender Trust Agreement” means (i) the Eligible Lender Trust Agreement, dated as of May 25, 2006, between the Purchaser and
the Purchaser ELT, as eligible lender trustee, and any similar agreement entered into by the Purchaser and an “eligible lender” under the Higher Education Act pursuant to which such “eligible lender” holds Eligible Loans as legal
owner in trust for the Purchaser as beneficial owner, in each case as supplemented or amended from time to time; or (ii) the Eligible Lender Trust Agreement, dated as of October 1, 2005 between the Seller and the Seller ELT, as eligible
lender trustee, and any similar agreement entered into by the Seller and an “eligible lender” under the Higher Education Act pursuant to which such “eligible lender” holds Eligible Loans as legal owner in trust for the Seller as
beneficial owner, in each case as supplemented or amended from time to time, as is applicable. 
 “Eligible Lender Trustee” means,
for Seller, Seller ELT, as trustee under the applicable Eligible Lender Trust Agreement, and its successors and assigns in such capacity and, for Purchaser, Purchaser ELT as trustee under the applicable Eligible Lender Trust Agreement, and its
successors and assigns in such capacity. 
 “Indenture of Trust” means the Indenture of Trust dated as of May 25, 2006, among
the Purchaser, as issuer, the Purchaser ELT, as eligible lender trustee, and The Bank of New York, as indenture trustee (the “Indenture Trustee”), as the same may be amended or supplemented from time to time. 
 “Insurance” or “Insured” or “Insure” shall mean, with respect to an Eligible Loan, the insurance by the Secretary under the
Higher Education Act (as evidenced by a Contract of Insurance issued or entered into under the provisions of the Higher Education Act) of the maximum percentage of the principal of and accrued interest on such Eligible Loan allowed under the Higher
Education Act with respect to such Eligible Loan. 
 “Insured Loan” shall mean an Eligible Loan which is Insured. 
 “Loan Transfer Document” shall mean a loan transfer addendum, a seller’s closing certificate, a bill of sale and a blanket endorsement of
student loan promissory notes substantially in the form set forth as Exhibit A attached hereto and incorporated herein by this reference. 
 “Portfolio” shall mean a group of Eligible Loans sold pursuant to Section 2.1 hereof on a Scheduled Sale Date. 
 “Principal Balance” shall mean the original principal amount of an Eligible Loan, plus capitalized interest (if any) and items which may not be guaranteed or insured (such as late charges), less payments by or on
behalf of the Student Borrower. 
 “Purchase Price” shall mean the price as set forth in the Loan Transfer Document. 
 “Purchaser” is defined in the preamble. 
  

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 “Purchaser ELT” is defined in the preamble. 
 “Scheduled Sale Date” shall mean any date designated as such in a communication delivered pursuant to Section 4.3(a) hereof and in an
applicable Loan Transfer Document for purchase of a Portfolio of Eligible Loans pursuant to this Agreement, unless such date is changed by mutual agreement of the parties, in which case Scheduled Sale Date shall be any new date so agreed to by the
parties. 
 “Secretary” shall mean the Secretary of the United States Department of Education or any successor to the pertinent
functions of that official or department under the Higher Education Act, or, when the context so requires, the former Commissioner of Education of the former United States Department of Health, Education and Welfare and includes the Secretary of the
United States Department of Health and Human Services. 
 “Seller” is defined in the preamble. 
 “Seller ELT” is defined in the preamble. 
 “Student Borrower” shall mean the obligor on an Eligible Loan. 
 ARTICLE II 
 LOAN SALE COMMITMENT 
 Section
2.1 Loan Sale Commitment. Subject to the terms and conditions of this Agreement, and in express reliance upon the representations, warranties and covenants set forth herein, Seller (and, with respect to legal title thereto, Seller ELT on
behalf of Seller) agrees to sell, and Purchaser (and, with respect to legal title thereto, Purchaser ELT on behalf of Purchaser) agrees to purchase, on the applicable Scheduled Sale Date all Eligible Loans identified in the loan transfer schedule
attached to the applicable Loan Transfer Document to the extent such Eligible Loans meet all eligibility requirements and to the extent the Purchaser has the funds available to purchase such Eligible Loans. 
 ARTICLE III 
 SERVICING

 Section 3.1 Servicing of Eligible Loans. All of the Eligible Loans that are sold pursuant to Section 2.1 hereof are
currently serviced (or will be serviced on the Scheduled Sale Date) by the Servicer(s) identified in the Loan Transfer Document. Such Servicer shall either be Great Lakes Educational Loan Services, Inc., ACS Education Services Inc. or another
Servicer with whom Purchaser has a Servicing Agreement that is satisfactory to (i) the Indenture Trustee or its successor as indenture trustee under the Indenture of Trust and (ii) the Purchaser ELT or its successor as eligible lender
trustee for the Purchaser. On the effective date for the sale of those Eligible Loans, Purchaser shall cause the current servicer(s) or such other servicer(s) as Purchaser may select to commence servicing such Portfolio at Purchaser’s expense
and under the identification number of Purchaser or its designee. 
  

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 ARTICLE IV 
 SALE/PURCHASE OF PORTFOLIOS 
 Section 4.1 Tender of Eligible Loans to Purchaser. With
respect to a Portfolio of Eligible Loans to be sold pursuant to Section 2.1 hereof, prior to or on the applicable Scheduled Sale Date (or at such other time as the parties may agree), Seller shall furnish Purchaser or its designee with a list
of the Eligible Loans to be included in such Portfolio, and shall authorize and direct the Servicer of the Eligible Loans to release such information and documentation to Purchaser or its designee that it, in its reasonable judgment, deems necessary
and appropriate to undertake a review of such loans to determine whether (i) such loans constitute Eligible Loans, and (ii) the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate,
comply with the requirements set forth in Section 3.1 hereof. 
 Section 4.2 Conditions of Purchase. Purchaser’s
obligation to purchase and pay for an Eligible Loan in a Portfolio hereunder shall be subject to the following conditions precedent: 
 (a) the Eligible Loans in the Portfolio shall meet the requirements described in Section 3.1 hereof; 
 (b) all
representations, warranties and statements by or on behalf of Seller contained in this Agreement with respect to such Eligible Loan are true on the Scheduled Sale Date relating to such Eligible Loan; 
 (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement
as a condition to the assignment of such Eligible Loan shall have been made or received and evidence thereof delivered to both Purchaser and Purchaser ELT; and 
 (d) the entire interest of Seller in such Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without
recourse except as provided in Article V hereof. 
 Section 4.3 Consummation of Sale and Purchase of Portfolio. To consummate
the sale and purchase of a Portfolio of Eligible Loans, on or before the applicable Scheduled Sale Date, Seller shall deliver via facsimile or other electronic communication to Purchaser ELT a Loan Transfer Document. Seller shall retain all
ownership rights with respect to Eligible Loans in a Portfolio at all times prior to the effective sale of such Portfolio. Purchaser shall pay for any reasonable transfer fees as may be required to be paid to the Secretary or to the Servicer.

 (a) On each Scheduled Sale Date, Seller shall arrange for the Servicer of the Eligible Loans to notify the Eligible Lender
Trustees via facsimile, by no later than 12:00 noon EST or EDT, as is applicable, that (i) such day is a Scheduled Sale Date and (ii) the dollar amount of the Eligible Loans which are going to be disbursed by the Servicer on such Scheduled
Sale Date. Seller shall also arrange for the Servicer of the Eligible Loans to email to the Seller, the Administrator and Purchaser ELT a detailed roster of the Eligible Loans that were so disbursed. 
  

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 (b) By 2:00 p.m. EST or EDT, as is applicable, on such Scheduled Sale Date, Seller shall
deliver to Purchaser ELT a Loan Transfer Document. 
 (c) On such Scheduled Sale Date, after receipt of the aforesaid Loan
Transfer Document and the documentation required to be provided by this Section, Purchaser shall arrange for a transfer into an Account or Accounts maintained at JPMorgan Chase Bank, N.A., designated by Seller and satisfactory to Purchaser, or wire
transfer as directed by the Purchaser, the amount necessary for the purchase of the Eligible Loans. The purchase and sale of the Portfolio shall be effective simultaneously with the payment of the Purchase Price. 
 Section 4.4 Other Information and Documents. Seller shall furnish or make available to Purchaser such additional information concerning
Seller’s Eligible Loan portfolio as Purchaser may reasonably request. Seller and Seller ELT shall execute all other documents and take all other steps as may be reasonably requested by Purchaser or Purchaser ELT from time to time to effect the
sale hereunder of a Portfolio of Eligible Loans. 
 ARTICLE V 
 REPURCHASE OBLIGATION OF SELLER 
 Section 5.1 Conditions Precedent to
Repurchase Obligation. At the request of Purchaser or Purchaser ELT, Seller shall repurchase any Eligible Loan purchased by Purchaser pursuant to this Agreement if: 
 (a) any representation or warranty made or furnished by Seller in or pursuant to this Agreement with respect to such Eligible Loan shall
prove to have been materially incorrect as to such Eligible Loan, unless resulting from an act or omission of Purchaser; 
 (b) the Secretary or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to such Eligible Loan (including any claim for interest subsidy, Special Allowance Payments, Insurance, reinsurance or
Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such Eligible Loan to Purchaser, unless resulting from an act or omission of Purchaser; or 
 (c) on account of any wrongful or negligent act or omission of Seller or its servicing agent that occurred prior to the sale of such
Eligible Loan to Purchaser, a defense is asserted by a maker (or endorser, if any) of such Eligible Loan with respect to his or her obligation to pay all or any part of such Eligible Loan, and Purchaser or Purchaser ELT in good faith believes that
the facts reported, if true, raise a reasonable doubt as to the enforceability of such Eligible Loan. 
 Section 5.2 Repurchase by
Seller. Upon the occurrence of any of the conditions set forth in Section 5.1 hereof with respect to an Eligible Loan and upon the request of Purchaser or Purchaser ELT, Seller shall pay to Purchaser ELT, for the account of Purchaser, an
aggregate amount equal to (a) the then-outstanding principal balance of such Eligible Loan, plus any premium in excess of par paid as part of the Purchase Price with respect to such Eligible Loan, plus interest and Special Allowance Payments
accrued and unpaid with respect to such Eligible Loan from the applicable Scheduled Sale Date to and including the date of repurchase, plus any 
  

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 attorneys’ fees, legal expenses, court costs, servicing fees or other expenses incurred by Purchaser, Purchaser ELT
or the appropriate successors or assigns in connection with such Eligible Loans, plus (b) to the extent that such repurchase obligation arises as a result of the breach of the covenant set forth in Section 7.2(l) with respect to any
Eligible Loan, and as a result thereof, any payments of principal, interest or Special Allowance Payments accrued after the related Scheduled Sale Date with respect to such Eligible Loan are not remitted to Purchaser, the aggregate amount of all
such payments to the extent not previously remitted to Purchaser (such aggregate amount, the “Repurchase Price”). Upon payment of the Repurchase Price, Purchaser and Purchaser ELT shall take all necessary action to release and re-convey to
Seller (and Seller ELT) all of their respective interests in such Eligible Loan free and clear of any lien or security interest created by Purchaser or Purchaser ELT. 
 ARTICLE VI 
 ONGOING OBLIGATIONS OF SELLER 
 Section 6.1 Obligation of Seller to Forward Payments. Seller shall promptly remit, or cause to be remitted, to Purchaser ELT as it may
direct, all funds received by Seller after the Scheduled Sale Date for an Eligible Loan sold pursuant to this Agreement which constitute payments of principal, or interest or Special Allowance Payments accrued after such Scheduled Sale Date with
respect to such Eligible Loan. If any Eligible Loan sold hereunder is not appropriately marked in the related servicer’s records to indicate that such Eligible Loan has been sold to Purchaser, upon discovery thereof, Seller shall either
(i) promptly cause the servicer’s records to be corrected and, if as a result thereof, any payment of principal, or interest or Special Allowance Payments with respect to such Eligible Loan accrued after the related Scheduled Sale Date and
paid prior to correction of the servicer’s records was not remitted to Purchaser ELT, Seller shall promptly remit such payment to Purchaser ELT or (ii) if requested by Purchaser, Seller shall promptly repurchase the related Eligible Loan
in accordance with Section 5.2. 
 Section 6.2 Obligation of Seller to Forward Communications. Seller shall immediately
transmit to Purchaser any communication received by Seller after the Scheduled Sale Date with respect to an Eligible Loan or the borrower under such an Eligible Loan. Such communication shall include, but not be limited to, letters, notices of death
or disability, adjudication of bankruptcy and similar documents and forms requesting deferment of repayment or loan cancellations. 
 Section 6.3 Notification to Student Borrowers. Seller and Purchaser shall cause the Servicers to provide each borrower under the Eligible Loans purchased under this Agreement with notice of the assignment and transfer to
Purchaser ELT for the account and on behalf of Purchaser of Seller’s interest in such Eligible Loans as required by the Higher Education Act. 
 Section 6.4 No Modification of Lender Agreements. Seller will consent to no amendments to, or modifications of, the Contract of Insurance or Guarantee Agreement that may affect Eligible Loans which are sold or listed on a Loan
Transfer Document for sale pursuant to this Agreement without (i) the prior written consent of Purchaser, which consent shall not be unreasonably withheld and (ii) Rating Confirmation. Amendments or modifications required by the Higher
Education Act are excluded from the requirement of this Section 6.4. 
  

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 ARTICLE VII 
 REPRESENTATIONS, WARRANTIES AND COVENANTS 
 Section 7.1 Representations. Warranties and
Covenants of Seller. Seller hereby represents, covenants, and warrants to Purchaser that: 
 (a) Organization and
Authority of Seller. Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary statutory power and authority to own its assets and carry on its business as now being conducted;
Seller has, and its officers and Seller ELT acting on its behalf have, all necessary statutory power and authority to make and perform this Agreement, and has the power and authority to sell, assign and transfer Eligible Loans to Purchaser and
Purchaser ELT, and to repurchase Eligible Loans as required under the terms hereof. 
 (b) Eligible Lender Status.
Seller ELT, if applicable, is an “eligible lender” under the Higher Education Act. 
 (c) Legal and Binding
Obligation. The execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary company action, and do not require any stockholder approval or approval or consent of, or notice to, any trustee or
holders of indebtedness or obligations of Seller; upon due execution and delivery by the parties hereto, this Agreement will constitute the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a
proceeding in equity or at law. 
 (d) No Conflicts. Neither the execution, delivery or performance by Seller of this
Agreement, nor the consummation or performance by Seller of the transactions contemplated hereby, will conflict with, result in a violation of, or constitute a default (or an event which could constitute a default with the passage of time or notice
or both) under, (i) any of the terms of Seller’s certificate of organization or limited liability company agreement, or (ii) any indenture, mortgage, contract or other agreement to which Seller is a party or by which it or its
properties are bound, or any law or regulation by which it or its properties are bound, where, in the case of this clause (ii), such conflict, violation or default could have a material adverse effect on Seller’s ability for perform its
obligations hereunder. Seller is not a party to or bound by any agreement or instrument or subject to any certificate of organization or limited liability company agreement or other corporate restrictions or judgment, order, writ, injunction,
decree, law, rule or regulation which may materially and adversely affect the ability of Seller to perform its obligations under this Agreement. 
 (e) No Defaults or Violations. Seller is not in default under any mortgage, deed of trust, indenture or other instrument or agreement to which Seller is a party or by which it or its properties are bound, or in
violation of any law or regulation, which default or violation could have a material adverse effect on Seller’s ability to perform its obligations hereunder. 
  

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 (f) No Consents. No consent, approval or authorization of any government or
governmental body, including (without limitation) the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency,
is required in connection with the execution, delivery and performance of this Agreement, or the consummation of the transactions contemplated hereby. 
 (g) No Litigation. There are no pending or threatened actions or proceedings by or before any court, administrative agency or arbitrator, that could if adversely determined, materially and adversely affect the
ability of Seller to perform its obligations hereunder, and there are no presently existing orders of any court, administrative agency or arbitrator that could have a material and adverse effect on the ability of Seller to perform its obligations
hereunder. 
 (h) Continuing Obligations of Seller. Seller agrees that during the term of this Agreement, it will
(i) remain in good standing and qualified to do business under the laws of the State of Delaware and the jurisdictions in which it operates, (ii) conduct its business in accordance with all applicable state and federal laws and
(iii) continue to be qualified to carry out this Agreement. 
 Section 7.2 Representations, Warranties and Covenants of Seller
with Respect to Eligible Loans. Seller hereby represents, covenants, and warrants to Purchaser with respect to each Eligible Loan to be sold hereunder that, except for any condition resulting from an act or omission of Purchaser, as of the
Scheduled Sale Date for such Eligible Loan: 
 (a) Accuracy of Information. Any information furnished by Seller to
Purchaser or its agents with respect to such Eligible Loan is true, complete and correct. 
 (b) Validity of Loans.
Such Eligible Loan has been duly executed and delivered and constitutes the legal, valid and binding obligation of the maker (and the endorser, if any) thereof, enforceable in accordance with its terms. 
 (c) No Defenses Against Repayment of Loans. The amount of the unpaid principal balance of such Eligible Loan is true and owing, and
no counterclaim, offset, defense or right to rescission exists with respect to such Eligible Loan which can be asserted and maintained or which, with notice, lapse of time, or the occurrence or failure to occur of any act or event, could be asserted
and maintained by the borrower against the Eligible Lender Trustee as assignee thereof. Seller shall take all reasonable actions to assure that no maker of such Eligible Loan has or may acquire a defense to the payment thereof. The rate of interest
carried by such Eligible Loan is the maximum which was allowable by law at the time the loan was made, and such Eligible Loan does not carry a rate of interest in excess of that permitted by the provisions of the Higher Education Act or such other
rate as was applicable under a borrower’s benefit program. 
  

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 (d) Ownership and Location of Eligible Loans: Existence of Liens. Seller is the
sole owner of (and Seller ELT is the sole holder of legal title to) such Eligible Loan and has full right and authority to sell and assign the same free and clear of all liens, pledges or encumbrances, and upon the endorsement and delivery of
promissory notes evidencing such Eligible Loan to Purchaser ELT pursuant to this Agreement, Purchaser ELT will acquire full right, title and interest in such Eligible Loan free and clear of all liens, pledges or encumbrances whatsoever. All
documentation relating to such Eligible Loan is now in the possession of the Servicer thereof. 
 (e) Guarantee and
Insurance on Eligible Loans. Such Eligible Loan is either Insured or Guaranteed. If such Eligible Loan is an Insured Loan, a Contract of Insurance is in full force and effect with respect thereto, the applicable Certificates of Insurance are
valid and binding upon the parties thereto in all respects, Seller is not in default in the performance of any of its covenants and agreements made in respect thereof, and such Insurance is freely transferable as an incident to the sale of such
Eligible Loan. With respect to all Guaranteed Loans being acquired, a Guarantee Agreement is in full force and effect with respect thereto and is valid and binding upon the parties thereto in all material respects, Seller is not in default in the
performance of any of its covenants and agreements made in such Guarantee Agreement, and such Guarantee is freely transferable as an incident to the sale of such Eligible Loan. All amounts due and payable to the Secretary or the Guarantee Agency, as
the case may be, have been or will be paid in full by Seller at the time such Eligible Loan is sold to Purchaser, and such Eligible Loan has not at any time been tendered to either the Secretary or the Guarantee Agency for payment. Seller will not,
with respect to such Eligible Loan, agree to release the Guarantee Agency or the Secretary from any of its contractual obligations to Guarantee or Insure such loan, or agree to otherwise alter, amend or renegotiate any terms or conditions under
which such Eligible Loan is Guaranteed or Insured, without the express prior written consent of Purchaser and Purchaser ELT. 
 (f) Compliance with the Higher Education Act. Such Eligible Loan complies in all respects with the requirements of the Higher Education Act and is an Eligible Loan permitted to be acquired under the Indenture. 
 (g) Compliance with Laws. Such Eligible Loan was made in compliance with all applicable local, state and federal laws, rules and
regulations, including without limitation all applicable nondiscrimination, truth-in-lending, consumer credit and usury laws and is an Eligible Loan. 
 (h) No Discrimination. In making such Eligible Loan, Seller has not discriminated based upon the educational institutions attended by, or the age, sex, race, national origin, color, religion, handicapped
status, income, attendance at a particular eligible institution within the area served by Purchaser, length of the Student Borrower’s educational program, or the Student Borrower’s academic year in school. 
 (i) Due Diligence in Servicing Loans. Seller and any independent servicer have each exercised and shall continue until the
Scheduled Sale Date for such Eligible Loan to exercise due diligence and reasonable care in making, administering, servicing 
  

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 and collecting such Eligible Loan and Seller has conducted a reasonable investigation of sufficient scope
and content to enable it duly to make the representations and warranties contained in this Agreement. Seller shall be solely responsible for the payment of the costs and expenses incident to origination of such Eligible Loan, without any right of
reimbursement therefor from Purchaser. 
 (j) Origination Fees. Seller has reported or shall report the amount of
origination fees (if any) authorized to be collected with respect to such Eligible Loan pursuant to the Higher Education Act to the Secretary for the period in which such fee was authorized to be collected; and Seller has made and shall make any
refund of an origination fee collected in connection with such Eligible Loan which may be required pursuant to the Higher Education Act. 
 (k) Insurance Premium. For such Eligible Loan Seller has reported or shall report the amount of the insurance premium authorized to be collected, and has paid or shall pay said premium to the Guarantee Agency
or the Secretary with all rights therein inuring to Purchaser; and in the event that on or prior to the Scheduled Sale Date for such Eligible Loan the applicable Student Borrower withdraws within the period specified as qualifying for a cancellation
refund by the Guarantee Agency, Seller agrees to pay the amount of the premium to be refunded to Purchaser. 
 (l) Marking
of Servicer’s Records. Seller shall cause each independent servicer to appropriately mark its records to indicate that each Eligible Loan sold hereunder is owned by Purchaser (and with respect to legal title thereto, Purchaser ELT on behalf
of Purchaser). 
 Section 7.3 Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents, covenants,
and warrants to Seller that: 
 (a) Organization and Authority of Purchaser. Purchaser is duly organized, validly
existing and in good standing under the laws of the State of Delaware; Purchaser has, and Purchaser ELT and officers acting on its behalf have, all necessary statutory power and authority to make and perform this Agreement, including (without
limitation) the power and authority to purchase Eligible Loans from Seller under the terms and conditions of this Agreement. 
 (b) Legal and Binding Obligation. The execution, delivery and performance of this Agreement by Purchaser have been duly authorized by all necessary action, and do not require any member approval or approval or consent of, or notice
to, any trustee or holders of indebtedness or obligations of Purchaser; upon due execution and delivery by the parties hereto, this Agreement will constitute the legal, valid and binding obligation of Purchaser, enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law. 
  

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 (c) No Conflict. Neither the execution, delivery and performance by Purchaser of
this Agreement, nor the consummation or performance by Purchaser of the transactions contemplated hereby, will conflict with, result in a violation of, or constitute a default (or an event which could constitute a default with the passage of time or
notice or both) under, (i) any of the terms of Purchaser’s organizational documents or (ii) any indenture, mortgage, contract or other agreement to which Purchaser is a party or by which it or its properties are bound, or any law or
regulation by which it or its properties are bound, where, in the case of this clause (ii), such conflict, violation or default could have a material adverse effect on Purchaser’s ability to perform its obligations hereunder. Purchaser is not a
party to or bound by any agreement or instrument or subject to any statutory or other restrictions or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of Purchaser to perform
its obligations under this Agreement. 
 (d) No Defaults or Violations. Purchaser is not in default under any mortgage,
deed of trust, indenture or other instrument or agreement to which Purchaser is a party or by which it or its properties are bound, or in violation of any law or regulation, which default or violation could have a material adverse effect on
Purchaser’s ability to perform its obligations hereunder. 
 (e) No Consents. No consent, approval or
authorization of any government or governmental body is required in connection with the execution, delivery and performance of this Agreement, or the consummation of the transactions contemplated hereby. 
 (f) No Litigation. There are no pending or threatened actions or proceedings by or before any court, administrative agency or
arbitrator, that could if adversely determined, materially and adversely affect the ability of Purchaser to perform its obligations hereunder, and there are no presently existing orders of any court, administrative agency or arbitrator that could
have a material and adverse affect on the ability of Purchaser to perform its obligations hereunder. 
 (g) Continuing
Obligation of Purchaser. Purchaser agrees that during the term of this Agreement, it will (i) remain in good standing and qualified to do business under the laws of the state of its organization and any other jurisdictions in which it
operates, (ii) conduct its business in accordance with all applicable state and federal laws, and (iii) continue to be qualified to carry out this Agreement. 
 Section 7.4 Representations, Warranties and Covenants with Respect to Eligible Lender Trustees. Each of the Seller and Purchaser hereby represents, covenants and warrants that if and to the extent that
it is acting via its Eligible Lender Trustee, then each such Eligible Lender Trustee has no personal liability for any representation, covenant, warranty or other obligation undertaken in this Agreement and that such Eligible Lender Trustee acts
only for the Seller or Purchaser (as applicable) and that recourse (if any) may be had only against such Seller or Purchaser and not against such Eligible Lender Trustee or its separate assets. Each Eligible Lender Trustee shall be a third-party
beneficiary of this Section 7.4. 
  

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 ARTICLE VIII 
 MISCELLANEOUS 
 Section 8.1 Communications and Notices. Unless otherwise expressly
provided herein, all notices, requests, demands or other instruments which may or are required to be given by either party to the other or to the Eligible Lender Trustee, shall be in writing, and each shall be deemed to have been properly given when
sent and received by electronic means, served personally on an officer of the party to whom such notice is to be given, or upon expiration of a period of 48 hours from and after the postmark thereof when mailed postage prepaid by registered or
certified mail, requesting return receipt, addressed as follows: 
  

 12 








 If to Seller: 
 Goal Capital Funding, LLC 
 Attention: Mr. Seamus Garland 
 9477 Waples Street, Suite 100 
 San Diego, CA
92121 
 Facsimile: (858) 452-6648 
 e-mail: sgarland@goalfinancial.net 
 with a copy to Seller ELT 
 If to Seller ELT: 
 JPMorgan Chase Bank, N.A.

 4 New York Plaza, 6th Floor 
 New York, NY 10004 
 Attention: Worldwide Securities Services/ 
 Structured Finance Services - Goal Capital Funding Trust, 
 Student Loan Asset Backed Notes,
Series 2006-1 
 If to Purchaser: 
 Goal Capital Funding Trust 2006-1 
 c/o Goal Financial, LLC 
 Attention: Mr. Seamus Garland, Secretary 
 9477 Waples Street, Suite 100 
 San Diego, CA 92121 
 Facsimile: (858) 452-6648 
 e-mail: sgarland@goalfinancial.net 
 with a copy to Purchaser ELT 
 If to Purchaser ELT: 
 The Bank of New York 
 10161 Centurion Parkway 
 Jacksonville, FL 32256 
 Facsimile: (904) 998-4740 
 E-mail: nturner@bankofny.com 
 If to Administrator: 
 Goal Financial, LLC 
 Attention: Mr. Seamus Garland, Secretary 
 9477 Waples Street, Suite 100 
 San Diego, CA 92121 
 Facsimile: (858) 452-6648 
 e-mail: sgarland@goalfinancial.net 
  

 13 








 Any party may change the address and name of the addressee to which subsequent notices are to be sent to
it, by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the 5th day after it is mailed. 
 Section 8.2 Forms of Instruments, Proceedings. All instruments relating to the sale and purchase of the Eligible Loans pursuant to this Agreement, and all proceedings to be taken in connection with this
Agreement and the transactions contemplated herein, shall be in form and substance mutually satisfactory to Seller and Purchaser and their respective counsel. 
 Section 8.3 Payment of Expenses. Each party to this Agreement shall pay its own expenses incurred in connection with transactions herein contemplated. 
 Section 8.4 Non-Business Days. If the date for taking any action required hereunder is not a Business Day, then such action can be taken,
without interest or penalty, on the next succeeding Business Day, with the same force and effect as if such action was taken on the required date. 
 Section 8.5 Amendments, Modifications and Waivers. The provisions of this Agreement cannot be amended, waived or modified unless such amendment, waiver or modification be in writing and signed by the parties hereto. Inaction
or failure to demand strict performance shall not be deemed a waiver. 
 Section 8.6 Severability. If any provision of this
Agreement shall be held, or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstance shall not have the effect of rendering the provision in question inoperative or unenforceable in
any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall
not affect the remaining portions of this Agreement or any part hereof. 
 Section 8.7 Remedies. Unless otherwise expressly
provided herein, no remedy by the terms of this Agreement conferred upon or reserved to Purchaser ELT or Purchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other
remedy given under this Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction), or statute on or after the date of this Agreement. 
 Section 8.8 Assignment. This Agreement may not be assigned or otherwise transferred, in whole or in part, by one party without the prior
written consent of the other parties, which consent shall not unreasonably be withheld; provided, however, that this Agreement may be pledged and assigned by Purchaser and Purchaser ELT without the prior written consent of the parties to the extent
necessary or appropriate to effect the provisions of the Indenture of Trust. 
  

 14 








 Section 8.9 Binding Effect. All covenants and agreements herein contained shall extend to
and be obligatory upon all successors of the respective parties hereto. 
 Section 8.10 Governing Law. THIS LOAN PURCHASE
AGREEMENT SHALL BE CONSTRUED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW, AND
THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 8.11 Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LOAN PURCHASE AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN
THE COUNTY OF NEW YORK, STATE OF NEW YORK AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF THIS LOAN PURCHASE
AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. 
 Section 8.12 Entire Agreement. This Agreement embodies and constitutes the entire understanding between the parties with respect to the transactions contemplated by this Agreement, and all prior or contemporaneous agreements,
understandings, representations and statements between the parties, written or oral, are merged into and superseded by this Agreement. 
 Section 8.13 Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 
 Section 8.14 Limited Role of the Delaware Trustee. It is expressly understood and agreed by the parties hereto that (a) this Loan
Purchase Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Delaware Trustee of the Purchaser, in the exercise of the powers and authority conferred and vested in it; (b) each of the
representations, undertakings and agreement herein made on the part of the Purchaser is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding
only the Purchaser; (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto; and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or
expenses of the Purchaser or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Purchaser under this Agreement. 
  

 15 








 Section 8.15 True Sale. 
 (a) All purchases hereunder shall be made without recourse except as provided in Article V. Each party hereto intends that the
transactions hereunder constitute the sales of the Eligible Loans by Seller to Purchaser (and by Seller ELT to Purchaser ELT). No party hereto intends the transactions contemplated hereby to be, or for any purpose to be characterized as, a loan from
Purchaser to Seller (or from Purchaser ELT to Seller ELT). 
 (b) In the event (but only to the extent) that the conveyance of
any Eligible Loan hereunder is characterized by a court, governmental authority or regulatory body as a loan rather than a sale, Seller shall be deemed to have granted to Purchaser (and Seller ELT shall be deemed to have granted to Purchaser ELT),
and Seller hereby grants to Purchaser (and Seller ELT hereby grants to Purchaser ELT), a security interest in all of its right, title and interest in, to and under such Eligible Loan. Each of Seller and Seller ELT authorizes Purchaser and Purchaser
ELT to file any and all Uniform Commercial Code financing statements deemed necessary by Purchaser (or the Administrator) to perfect the ownership interests described herein. 
 Section 8.16 Tax Treatment. It being understood that both the Seller and the Purchaser are disregarded entities and are wholly-owned by
Goal Financial, LLC, the parties understand and acknowledge that the transfer of Eligible Loans pursuant to this Loan Purchase Agreement shall be of no effect for federal income tax purposes. 
  

 16 








 IN WITNESS WHEREOF, the parties hereto have caused this Loan Purchase Agreement to be duly
executed as of the day and year first above written. 
  

			
	GOAL CAPITAL FUNDING, LLC, as Seller
		
	By:	 	 /s/ Seamus Garland

	Name:	 	Seamus Garland
	Title:	 	Secretary


  


					
		 	S-1	 	LOAN PURCHASE AGREEMENT (D)










							
		 	GOAL CAPITAL FUNDING TRUST 2006-1,
		 	as Purchaser
			
		 	By:	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Delaware Trustee
				
		 		 	By:	 	 /s/ Joann A. Rozell

		 		 	Name:	 	Joann A. Rozell
		 		 	Title:	 	Assistant Vice President


  


					
		 	S-2	 	LOAN PURCHASE AGREEMENT (D)










			
	JPMORGAN CHASE BANK, N.A.,
	not in its individual capacity but as
	Eligible Lender Trustee for Seller
		
	By:	 	 /s/ Luiza Sinanian

	Name:	 	Luiza Sinanian
	Title:	 	Trust Officer


  


					
		 	S-3	 	LOAN PURCHASE AGREEMENT (D)










			
	 THE BANK OF NEW YORK, not in its
 individual
capacity but as

	Eligible Lender Trustee for Purchaser
		
	By:	 	 /s/ William Cardozo

	Name:	 	William Cardozo
	Title:	 	Agent


  


					
		 	S-4	 	LOAN PURCHASE AGREEMENT (D)









 EXHIBIT A 
 FORM OF LOAN TRANSFER DOCUMENT 
 This loan transfer addendum, seller’s closing certificate, bill of
sale and blanket endorsement of student loan promissory notes (collectively, this “Loan Transfer Document”) is made and entered into as of the      day of         ,
20    , by and among Goal Capital Funding, LLC (the “Seller”), Goal Capital Funding Trust 2006-1 (the “Purchaser”), JPMORGAN CHASE BANK, N.A., not in its individual capacity but as eligible lender
trustee for the Seller (in such capacity, the “Seller ELT”), and THE BANK OF NEW YORK, not in its individual capacity but as eligible lender trustee for the Purchaser (in such capacity, the “Purchaser ELT”). 
 WHEREAS, the parties hereto entered into that certain Loan Purchase Agreement, dated as of May 25, 2006 (as the same may be amended or otherwise
modified from time to time, the “Loan Purchase Agreement”), and the Seller wishes to sell a portfolio of student loans to the Purchaser, pursuant to and in accordance with the terms and conditions of the Loan Purchase Agreement.

 NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto agree as follows:

 1. Definitions. All capitalized terms in this Loan Transfer Document shall have the same meanings given to them in (or by
reference in) the Loan Purchase Agreement, unless otherwise specifically stated herein. 
 2. Sale of Eligible Loans. For value
received and subject to the terms and conditions of the Loan Purchase Agreement and in reliance upon the representations, warranties and covenants set forth therein, the Seller (and, with respect to legal title thereto, Seller ELT on behalf of
Seller) does hereby grant, sell, assign, transfer and convey to the Purchaser (and, with respect to legal title thereto, to Purchaser ELT on behalf of the Purchaser), and its successors and assigns, all right, title and interest of the Seller (and
with respect to legal title thereto, of the Seller ELT on behalf of Seller) in and to the following: 
 (a) the loans
identified in the loan transfer schedule attached hereto as Schedule I, having an aggregate outstanding Principal Balance of approximately      (collectively, the “Portfolio”), including any guarantees and
Certificates of Insurance applicable to the Portfolio; 
 (b) all promissory notes and master notes (or copies thereof) and
related documentation evidencing the indebtedness represented by the Portfolio; and 
 (c) all proceeds of the foregoing
including, without limitation, all payments made by the obligor thereunder or with respect thereto, all guarantee payments made by any Guarantee Agency with respect thereto, if any, and all interest benefit payments and Special Allowance Payments
with respect thereto made under Title IV, Part B, of the Higher Education Act of 1965, as amended, and all rights to receive such payments, but excluding any proceeds of the sale made hereby, 
  

 A-1 








 to have and to hold the same unto the Purchaser (and, with respect to legal title thereto, unto Purchaser ELT on behalf
of the Purchaser), its successors and assigns, forever. Except as provided in the Loan Purchase Agreement, the sale contemplated by this Section 2 is without recourse. 
 3. Purchase Price. Subject to the terms and conditions of the Loan Purchase Agreement, the Purchaser (and, with respect to legal title
thereto, Purchaser ELT on behalf of the Purchaser) agrees to purchase the Portfolio at a purchase price equal to [             dollars
($        )]. 
 4. Scheduled Sale Date. The Scheduled Sale Date applicable to
the Portfolio shall be the date hereof. 
 5. Servicer. The Servicer[s] of the Eligible Loans in the Portfolio [is/are]

 6. True Sale. All purchases hereunder shall be made without recourse except as provided in Article V of the Loan
Purchase Agreement. Each party hereto intends that the transactions hereunder constitute the sales of the Eligible Loans by Seller to Purchaser (and by Seller ELT to Purchaser ELT). No party hereto intends the transactions contemplated hereby to be,
or for any purpose to be characterized as, a loan from Purchaser to Seller (or from Purchaser ELT to Seller ELT). In the event (but only to the extent) that the conveyance of any Eligible Loan hereunder is characterized by a court, governmental
authority or regulatory body as a loan rather than a sale, Seller shall be deemed to have granted to Purchaser (and Seller ELT shall be deemed to have granted to Purchaser ELT), and Seller hereby grants to Purchaser (and Seller ELT hereby grants to
Purchaser ELT), a security interest in all of its right, title and interest in, to and under such Eligible Loan. 
 7. Guarantee
Agency. The Guarantee Agenc[ies] with respect to the Eligible Loans in the Portfolio [is/are] 
 8. Representations and
Warranties. The Seller does hereby represent and warrant that all representations, warranties and statements by or on behalf of the Seller contained in the Loan Purchase Agreement are true and correct on and as of the date hereof with
respect to each of the Eligible Loans in the Portfolio. 
 The Seller does further hereby represent and warrant that the documents listed on
Schedule II hereto, to the extent applicable to any Eligible Loan acquired under the Loan Purchase Agreement, have heretofore been furnished to the Purchaser or are simultaneously herewith being delivered in accordance with the instructions
of the Purchaser, pursuant to Section 4.3 of the Loan Purchase Agreement. 
  

 A-2 








 9. Blanket Endorsement. By its execution of this Loan Transfer Document, the Seller (and,
with respect to legal title, Seller ELT on behalf of the Seller) hereby endorses in blank, unrestricted form and without recourse, except as provided for in the Loan Purchase Agreement, all promissory notes and related documents purchased by the
Purchaser (and, with respect to legal title, by Purchaser ELT on behalf of the Purchaser) pursuant to the Loan Purchase Agreement and this Loan Transfer Document. The endorsement contemplated by this Section 9 is without recourse, except as
provided under the terms of the Loan Purchase Agreement. All right, title, and interest of Seller (and, with respect to legal title thereto, of Seller ELT on behalf of the Seller) in and to such promissory notes and related documentation are hereby
transferred and assigned to the Purchaser (and, with respect to legal title thereto, to Purchaser ELT on behalf of the Purchaser). 
 The
endorsement contemplated by this Section 9 may be further manifested by attaching this Loan Transfer Document or a facsimile hereof to each or any of the promissory notes and master notes (or copies thereof) and related documentation acquired
by the Purchaser (and, with respect to legal title thereto, by Purchaser ELT on behalf of the Purchaser) from Seller (and, with respect to legal title thereto, from Seller ELT on behalf of the Seller), or by attaching this Loan Transfer Document to
Schedule I hereof, as the Purchaser may require or deem necessary. 
 10. Effect on Loan Purchase Agreement. This Loan
Transfer Document sets forth the terms of purchase and sale solely with respect to the Portfolio. This Loan Transfer Document shall have no effect upon any other sale or purchase of any Eligible Loans consummated or contemplated prior to or after
the date hereof, and all other terms, conditions and agreements contained in the Loan Purchase Agreement shall remain in full force and effect. Prior or subsequent purchases and sales of Eligible Loans shall each be governed by a separate Loan
Transfer Document. 
  

 A-3 








 IN WITNESS WHEREOF, this Loan Transfer Document has been duly executed as of the date first above
written. 
  

							
		 	 GOAL CAPITAL FUNDING, LLC, as Seller

			
		 	By:	 	GOAL FINANCIAL, LLC, as Manager
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  



  

 S-1 









					
	GOAL CAPITAL FUNDING TRUST 2006-1,
	as Purchaser
		
	By:	 	GOAL FINANCIAL, LLC,
		 	as Administrator
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  



  

 S-2 









			
	JPMORGAN CHASE BANK, N.A.,
	not in its individual capacity but as Eligible
	Lender Trustee for the Seller
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 S-3 









			
	THE BANK OF NEW YORK,
	not in its individual capacity but as Eligible
	Lender Trustee for the Purchaser
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 S-4 








 Schedule I 
 LOAN TRANSFER SCHEDULE 
  

			
	 Loan Number / Identification
	  	Principal Balance

  

 Schedule I 








 Schedule II 
 *    *    * 
 The Department of Education application or Guarantee
Agency application, as supplemented 
 Interim note(s) for each Eligible Loan 
 Payout note(s) for each Eligible Loan 
 Disclosure and Eligible Loan information statement 
 Certificate of Insurance and Contract of Insurance with respect to each
Insured Eligible Loan (or certified copy thereof) 
 Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and
Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Eligible Loan (or certified copy thereof) 
 Any other
documentation held by the Seller relating to the history of such Eligible Loan 
 Secretary or Guarantee Agency Loan Transfer Statements, if
any 
 Uniform Commercial Code financing statement, if any, securing any interest in an Eligible Loan to be Financed, and an executed
termination statement related thereto 
 Evidence of Eligible Loan disbursement 
 Any other document required to be submitted with a claim to the Guarantee Agency. 
 *    *    * 
  

 Schedule II