Exhibit 99.5
STUDENT LOAN REPURCHASE
AGREEMENT
This Student Loan Repurchase
Agreement is made and entered into as of October 1, 2005 (this
“Student Loan Repurchase Agreement”), between GOAL
FINANCIAL, LLC , a California limited liability company
(“Goal”), and GOAL CAPITAL FUNDING TRUST , a
Delaware statutory trust (the “Issuer”).
WITNESSETH:
WHEREAS, the Issuer purchases
student loans (the “Student Loans”) from Goal Capital
Funding, LLC, a Delaware limited liability company (the
“Depositor”) and an affiliate of Goal, pursuant to the
terms and provisions of a Loan Purchase Agreement, dated as of
October 1, 2005 (the “Depositor Loan Purchase
Agreement”), among the Issuer, the Depositor and the eligible
lender trustees party thereto; and
WHEREAS, the Student Loans purchased
pursuant to the Loan Purchase Agreement have been acquired by the
Depositor from an affiliate of Goal that originated such Student
Loans (the “Originating Entity”) pursuant to a loan
purchase agreement among the Depositor, the Originating Entity and
the other parties thereto (the “Originator Loan Purchase
Agreement”); and
WHEREAS, Goal has performed, and
will continue to perform, certain marketing services with respect
to the Student Loans being sold by the Depositor and purchased by
the Issuer pursuant to the Depositor Loan Purchase Agreement;
and
WHEREAS, the Depositor, pursuant to
the Depositor Loan Purchase Agreement, has agreed to repurchase any
Student Loan from the Issuer that has lost its guarantee for
reasons set forth in the Depositor Loan Purchase Agreement;
and
WHEREAS, in order to induce the
Issuer to purchase Student Loans from the Depositor pursuant to the
Depositor Loan Purchase Agreement, Goal has agreed to repurchase
any Student Loan from the Issuer that the Depositor is unable to
repurchase;
NOW, THEREFORE, in consideration of
the foregoing premises and mutual covenants herein contained, the
parties agree as follows:
ARTICLE I
REPRESENTATIONS, WARRANTIES AND
COVENANTS
Section 1.1
Representations, Warranties and
Covenants of Goal . Goal
hereby represents, covenants, and warrants to the Issuer
that:
(a) Organization and Authority of
Goal . Goal is a duly organized and validly existing California
limited liability company in good standing under the laws of the
State of California, and has all necessary statutory power and
authority to own its assets and carry on its business as now being
conducted; Goal has, and its officers have, all necessary statutory
power and authority to make and perform this Student Loan
Repurchase Agreement, and has the power and authority to repurchase
Student Loans as required under the terms hereof.
(b) Eligible Lender Status .
If Goal is required to repurchase a Student Loan pursuant to this
Student Loan Repurchase Agreement Goal will either: (i) have
the Depositor, through JPMorgan Chase Bank, N.A., as its
“eligible lender” under the Higher Education Act of
1965, as amended or supplemented from time to time, and all
regulations promulgated thereunder (the “Higher Education
Act”), hold such Student Loan or (ii) engage another
“eligible lender” to hold such Student Loan.
(c) Legal and Binding
Obligation . The execution, delivery and performance of this
Student Loan Repurchase Agreement by Goal 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 Goal; and upon due execution and
delivery by the parties hereto, this Student Loan Repurchase
Agreement will constitute the legal, valid and binding obligation
of Goal, enforceable against Goal in accordance with its
terms.
(d) No Conflicts . Neither
the execution, delivery or performance by Goal of this Student Loan
Repurchase Agreement, nor the consummation or performance by Goal
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 Goal’s organization
documents, or (ii) any indenture, mortgage, contract or other
agreement to which Goal 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 Goal’s ability for perform its obligations hereunder. Goal
is not a party to or bound by any agreement or instrument or
subject to any charter or other corporate restrictions or judgment,
order, writ, injunction, decree, law, rule or regulation which may
materially and adversely affect the ability of Goal to perform its
obligations under this Student Loan Repurchase
Agreement.
(e) No Defaults or Violations
. Goal is not in default under any mortgage, deed of trust,
indenture or other instrument or agreement to which Goal 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 Goal’s ability for perform its obligations
hereunder.
(f) 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 Student Loan Repurchase 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 Goal 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
Goal to perform its obligations hereunder.
2
(h) Continuing Obligation of
Goal . Goal agrees that it will (i) remain in good
standing and qualified to do business under the laws of the State
of California 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 Student Loan Repurchase Agreement.
Section 1.2
Representations, Warranties and
Covenants of the Issuer .
The Issuer hereby represents, covenants, and warrants to Goal
that:
(a) Organization and Authority of
the Issuer . The Issuer is a duly organized and validly
existing Delaware statutory trust in good standing under the laws
of the State of Delaware; the Issuer has, and the Persons acting on
its behalf have, all necessary statutory power and authority to
make and perform this Student Loan Repurchase Agreement.
(b) Legal and Binding
Obligation . The execution, delivery and performance of this
Student Loan Repurchase Agreement by the Issuer 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 the Issuer; and upon due
execution and delivery by the parties hereto, this Student Loan
Repurchase Agreement will constitute the legal, valid and binding
obligation of the Issuer, enforceable against the Issuer in
accordance with its terms.
(c) No Conflict . Neither the
execution, delivery and performance by the Issuer of this Student
Loan Repurchase Agreement, nor the consummation or performance by
the Issuer 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 the
Issuer’s organizational documents, or (ii) any
indenture, mortgage, contract or other agreement to which the
Issuer 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,
viola
