Common use of Purchase of Financed Student Loans; Reimbursement Clause in Contracts

Purchase of Financed Student Loans; Reimbursement. TMSI, each Master Servicer or the Eligible Lender Trustee, as the case maybe, shall inform the other parties to this Agreement, the Indenture Trustee and the Surety Provider promptly, in writing, upon the discovery of any breach of an obligation under Section 4.1, 4.2, 4.3 or 4.4 hereof. Unless any such breach shall have been cured within 60 days following the discovery thereof by such Master Servicer or TMSI or receipt by such Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such Master Servicer or the Surety Provider of such breach (or, at such Master Servicer's election, the last day of the first month following such discovery), such Master Servicer shall purchase any Financed Student Loan in which the interests of the Noteholders, the Certificateholders or the Surety Provider are materially and adversely affected by such breach as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee will not be considered to have a material adverse effect for this purpose. If a Master Servicer takes any action or fails to take any action during any Collection Period pursuant to the sections referred to above that impairs the rights of the Issuer, the Indenture Trustee, the Eligible Lender Trustee, the Certificateholders, the Noteholders or the Surety Provider in any Financed Student Loan or otherwise than as provided in such sections, such Master Servicer shall purchase such Financed Student Loan as of the last day of such Collection Period. In consideration of and simultaneously with the purchase of any such Financed Student Loan pursuant to either of the two preceding sentences, such Master Servicer shall remit the Purchase Amount in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by such Master Servicer in order to effect such transfer. If such Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such Master Servicer or TMSI's designee, as the case may be. In addition, if any such breach by a Master Servicer does not trigger such a purchase obligation but does result in the refusal by a Guarantor to guarantee the applicable portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student Loan, then, unless such breach, if curable, is cured within 60 days, such Master Servicer shall, at its option, either purchase such Financed Student Loan at the applicable Purchase Amount or reimburse the Issuer by remitting an amount equal to the sum of all amounts that would have been payable if not for such breach in the manner specified in Section 5.4. If such Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th day occurs. Subject to the provisions of Sections 5.6 and 6.3 and the Insurance Agreement, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders or the Surety Provider with respect to a breach pursuant to Section 4.1, 4.2, 4.3 or 4.4 and the agreement contained in this Section 4.5 shall be to require a Master Servicer, TMSI or TMSI's designee, as the case may be, to purchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained herein. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.5. Notwithstanding anything contained in this Section 4.5 to the contrary, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student Loan, neither the Master Servicer servicing such Financed Student Loan hereunder, nor TMSI, nor TMSI's designee shall be required to purchase such Financed Student Loan pursuant to this Section 4.5 until the last day of the Collection Period occurring seven months after the date a claim is rejected.

Purchase of Financed Student Loans; Reimbursement. TMSI, each The Eligible Lender Trustee or the Master Servicer (or the Eligible Lender Trustee, as the case maybe, applicable Sub-Servicer on its behalf) shall inform the other parties to this Agreement, party as well as the Indenture Trustee and the Surety Provider Seller promptly, in writing, upon the discovery of any breach of an obligation under pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 hereof4.05. Unless any such the breach shall have been cured within 60 days following the such discovery thereof by such Master Servicer or TMSI or receipt by such Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such Master Servicer or the Surety Provider of such breach (or, at such the Master Servicer's election, the last day of the first month following such discovery), such the Master Servicer shall purchase any Financed Student Loan in which the interests of the Noteholders, the Certificateholders holders of Notes or the Surety Provider holders of Certificates are materially and adversely affected by such breach as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that Period (it is being understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee in accordance with Guarantee Agreements will not be considered to have a material adverse effect for this purpose). If a the Master Servicer takes any action or fails to take any action (including, without limitation, all actions taken or not taken by a Sub-Servicer on its behalf) during any Collection Period pursuant to the sections referred to above that impairs the rights of the Issuer, the Indenture Trustee, the Eligible Lender Trustee, the Certificateholders, the Noteholders holders of Certificates or the Surety Provider holders of Notes in any Financed Student Loan or otherwise than as provided in such sections, such the Master Servicer shall purchase such Financed Student Loan as of the last day of such Collection Period. In consideration of and simultaneously with the purchase of any such Financed Student Loan pursuant to either of the two preceding sentences, such the Master Servicer shall remit the Purchase Amount in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by such Master Servicer in order to effect such transfer. If such Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such Master Servicer or TMSI's designee, as the case may be5.04. In addition, if any such breach by a the Master Servicer (or a Sub-Servicer acting on its behalf) does not trigger such a purchase obligation but does result in the refusal by a Federal Guarantor to guarantee the applicable all or a portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student Federal Loan, then, unless such breach, if curable, is cured within 60 days, such the Master Servicer shall, at its option, either purchase such Financed Student Loan at the applicable Purchase Amount or shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts that would have been payable if not for and such breach forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.4. If such Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th day occurs5.04. Subject to the provisions of Sections 5.6 and 6.3 and the Insurance AgreementSection 7.02, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, holders of Certificates and the Noteholders or the Surety Provider holders of Notes with respect to a breach pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 and the agreement contained in this Section 4.5 4.05 shall be to require a the Master Servicer, TMSI or TMSI's designee, as the case may be, Servicer to purchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained hereinSection. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.54.06. Notwithstanding anything contained in this Section 4.5 the foregoing, the Master Servicer, at its option, may permit or cause a Sub-Servicer to the contrary, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student LoanLoan from the Trust in its stead, neither in the Master Servicer servicing such Financed Student Loan hereunder, nor TMSI, nor TMSI's designee shall be required to purchase such Financed Student Loan pursuant to this Section 4.5 until manner and for the last day of the Collection Period occurring seven months after the date a claim is rejectedreasons set forth above.

Purchase of Financed Student Loans; Reimbursement. TMSI, each The Eligible Lender Trustee or the Master Servicer (or the Eligible Lender Trustee, as the case maybe, applicable Sub-Servicer on its behalf) shall inform the other parties to this Agreementparty as well as the Indenture Trustee, the Indenture Trustee Securities Insurer, the Swap Counterparty and the Surety Provider Seller promptly, in writing, upon the discovery of any breach of an obligation under pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 hereof4.05. Unless any such the breach shall have been cured within 60 days following the such discovery thereof by such Master Servicer or TMSI or receipt by such Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such Master Servicer or the Surety Provider of such breach (or, at such the Master Servicer's ’s election, the last day of the first month following such discovery), such the Master Servicer shall purchase any Financed Student Loan in which the interests of the NoteholdersSecurities Insurer, the Certificateholders Swap Counterparty or the Surety Provider holders of Notes are materially and adversely affected (in each case unless a Securities Insurer Default has occurred and is continuing) as determined by the Securities Insurer by such breach as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that Period (it is being understood that any such breach that does not affect any Guarantor's ’s obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee in accordance with Guarantee Agreements will not be considered to have a material adverse effect for this purpose). If a the Master Servicer takes any action or fails to take any action (including, without limitation, all actions taken or not taken by a Sub-Servicer on its behalf) during any Collection Period pursuant to the sections referred to above that impairs the rights of the Issuer, the Indenture Trustee, the Eligible Lender Trustee, the CertificateholdersSecurities Insurer, the Noteholders Swap Counterparty or the Surety Provider holders of Notes in any Financed Student Loan or otherwise than as provided in such sections, such the Master Servicer shall purchase such Financed Student Loan as of the last day of such Collection Period. In consideration of and simultaneously with the purchase of any such Financed Student Loan pursuant to either of the two preceding sentences, such the Master Servicer shall remit the Purchase Amount in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by such Master Servicer in order to effect such transfer. If such Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such Master Servicer or TMSI's designee, as the case may be5.04. In addition, if any such breach by a the Master Servicer (or a Sub-Servicer acting on its behalf) does not trigger such a purchase obligation but does result in the refusal by a Federal Guarantor to guarantee the applicable all or a portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student Federal Loan, then, unless such breach, if curable, is cured within 60 days, such the Master Servicer shall, at its option, either purchase such Financed Student Loan at the applicable Purchase Amount or shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts that would have been payable if not for and such breach forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.4. If such Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th day occurs5.04. Subject to the provisions of Sections 5.6 and 6.3 and the Insurance AgreementSection 7.02, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the CertificateholdersSecurities Insurer, Swap Counterparty and the Noteholders or the Surety Provider holders of Notes with respect to a breach pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 and the agreement contained in this Section 4.5 4.05 shall be to require a the Master Servicer, TMSI or TMSI's designee, as the case may be, Servicer to purchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained hereinSection. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.54.06. Notwithstanding anything contained in this Section 4.5 the foregoing, the Master Servicer, at its option, may permit or cause a Sub-Servicer to the contrary, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student LoanLoan from the Trust in its stead, neither in the Master Servicer servicing such Financed Student Loan hereunder, nor TMSI, nor TMSI's designee shall be required to purchase such Financed Student Loan pursuant to this Section 4.5 until manner and for the last day of the Collection Period occurring seven months after the date a claim is rejectedreasons set forth above.

Purchase of Financed Student Loans; Reimbursement. TMSI, each the Master Servicer or the Eligible Lender Trustee, as the case maybe, shall inform the other parties to this Agreement, the Indenture Trustee and the Surety Provider promptly, in writing, upon the discovery of any breach of an obligation under Section 4.1, 4.2, 4.3 or 4.4 hereof. Unless any such breach shall have been cured within 60 days following the discovery thereof by such the Master Servicer or TMSI or receipt by such the Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such the Master Servicer or the Surety Provider of such breach (or, at such the Master Servicer's election, the last day of the first month following such discovery), such the Master Servicer shall purchase any Financed Student Loan in which the interests of the Noteholders, the Certificateholders or the Surety Provider are materially and adversely affected by such breach as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee will not be considered to have a material adverse effect for this purpose. If a the Master Servicer takes any action or fails to take any action during any Collection Period pursuant to the sections referred to above that impairs the rights of the Issuer, the Indenture Trustee, the Eligible Lender Trustee, the Certificateholders, the Noteholders or the Surety Provider in any Financed Student Loan or otherwise than as provided in such sections, such the Master Servicer shall purchase such Financed Student Loan as of the last day of such Collection Period. In consideration of and simultaneously with the purchase of any such Financed Student Loan pursuant to either of the two preceding sentences, such the Master Servicer shall remit the Purchase Amount in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by such the Master Servicer in order to effect such transfer. If such the Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such the Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such the Master Servicer or TMSI's designee, as the case may be. In addition, if any such breach by a the Master Servicer does not trigger such a purchase obligation but does result in the refusal by a Guarantor to guarantee the applicable portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student Loan, then, unless such breach, if curable, is cured within 60 days, such the Master Servicer shall, at its option, either purchase such Financed Student Loan at the applicable Purchase Amount or reimburse the Issuer by remitting an amount equal to the sum of all amounts that would have been payable if not for such breach in the manner specified in Section 5.4. If such the Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th day occurs. Subject to the provisions of Sections 5.6 and 6.3 and the Insurance Agreement, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders or the Surety Provider with respect to a breach pursuant to Section 4.1, 4.2, 4.3 or 4.4 and the agreement contained in this Section 4.5 shall be to require a the Master Servicer, TMSI or TMSI's designee, as the case may be, to purchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained herein. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.5. Notwithstanding anything contained in this Section 4.5 to the contrary, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student Loan, neither the Master Servicer servicing such Financed Student Loan hereunderServicer, nor TMSI, nor TMSI's designee shall be required to purchase such Financed Student Loan pursuant to this Section 4.5 until the last day of the Collection Period occurring seven months after the date a claim is rejected.

Purchase of Financed Student Loans; Reimbursement. TMSI, each The Eligible Lender Trustee or the Master Servicer (or the Eligible Lender Trustee, as the case maybe, applicable Sub-Servicer on its behalf) shall inform the other parties to this Agreementparty as well as the Indenture Trustee, the Indenture Trustee Securities Insurer, the Swap Counterparty, the Depositor and the Surety Provider KBUSA promptly, in writing, upon the discovery of any breach of an obligation under pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 hereof4.05. Unless any such the breach shall have been cured within 60 days following the such discovery thereof by such Master Servicer or TMSI or receipt by such Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such Master Servicer or the Surety Provider of such breach (or, at such the Master Servicer's election, the last day of the first month following such discovery), such the Master Servicer shall purchase any Financed Group I or Group II Student Loan in which the interests of the NoteholdersSecurities Insurer (with respect to the Group II Student Loans only), the Certificateholders Swap Counterparty or the Surety Provider holders of related group of Notes are materially and adversely affected by any such breach (as determined by the Securities Insurer with respect to Group II Student Loans only (unless a Securities Insurer Default has occurred and is continuing)), as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that Period (it is being understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Group I or Group II Student Loan to the Eligible Lender Trustee in accordance with Guarantee Agreements will not be considered to have a material adverse effect for this purpose). If a the Master Servicer takes any action or fails to take any action (including, without limitation, all actions taken or not taken by a Sub-Servicer on its behalf) during any Collection Period pursuant to the sections referred to above that impairs the rights of the Issuer, the Indenture Trustee, the Eligible Lender Trustee, the CertificateholdersSecurities Insurer (with respect to the Group II Student Loans only), the Noteholders Swap Counterparty or the Surety Provider holders of the related group of Notes in any Financed Student Loan or otherwise than as provided in such sections, such the Master Servicer shall purchase such Financed Group I or Group II Student Loan as of the last day of such Collection Period. In consideration of and simultaneously with the purchase of any such Financed Group I or Group II Student Loan pursuant to either of the two preceding sentences, such the Master Servicer shall remit the related Purchase Amount in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by such Master Servicer in order to effect such transfer. If such Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such Master Servicer or TMSI's designee, as the case may be5.04. In addition, if any such breach by a the Master Servicer (or a Sub-Servicer acting on its behalf) does not trigger such a purchase obligation but does result in the refusal by a Federal Guarantor to guarantee the applicable all or a portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student Federal Loan, then, unless such breach, if curable, is cured within 60 days, such the Master Servicer shall, at its option, either purchase such Financed Student Loan at the applicable Purchase Amount or shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts that would have been payable if not for and such breach forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.4. If such Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th day occurs5.04. Subject to the provisions of Sections 5.6 and 6.3 and the Insurance AgreementSection 7.02, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholdersholders of related group of Notes, the Noteholders or Securities Insurer (with respect to the Surety Provider Group II Student Loans only) and Swap Counterparty with respect to a breach pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 and the agreement contained in this Section 4.5 4.05 shall be to require a the Master Servicer, TMSI or TMSI's designee, as the case may be, Servicer to purchase Financed such Group I and/or Group II Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained hereinSection. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Financed Group I or Group II Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.54.06. Notwithstanding anything contained in this Section 4.5 to the contraryforegoing, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student Loan, neither the Master Servicer, at its option, may permit or cause a Sub-Servicer servicing such Financed to purchase a Group I or Group II Student Loan hereunderfrom the Trust in its stead, nor TMSI, nor TMSI's designee shall be required to purchase such Financed Student Loan pursuant to this Section 4.5 until in the last day of manner and for the Collection Period occurring seven months after the date a claim is rejectedreasons set forth above.

Purchase of Financed Student Loans; Reimbursement. TMSI, each Master The Servicer or the Eligible Lender Trustee, as the case maybe, Trustee shall inform the other parties to this Agreement, party as well as the Indenture Trustee and the Surety Provider Seller promptly, in writing, upon the discovery of any breach of an obligation under pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 hereof4.05. Unless any such the breach shall have been cured within 60 days following the such discovery thereof by such Master Servicer or TMSI or receipt by such Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such Master Servicer or the Surety Provider of such breach (or, at such Master the Servicer's election, the last day of the first month following such discovery), such Master the Servicer shall purchase any Financed Student Loan in which the interests of the Noteholders, the Certificateholders holders of Notes or the Surety Provider holders of Certificates are materially and adversely affected by such breach as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that Period (it is being understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee in accordance with Guarantee Agreements will not be considered to have a material adverse effect for this purpose). If a Master the Servicer takes any action or fails to take any action during any Collection Period pursuant to the sections referred to above that impairs the rights of the Issuer, the Indenture Trustee, the Eligible Lender Trustee, the Certificateholders, the Noteholders holders of Certificates or the Surety Provider holders of Notes in any Financed Student Loan or otherwise than as provided in such sections, such Master the Servicer shall purchase such Financed Student Loan as of the last day of such Collection Period. In consideration of and simultaneously with the purchase of any such Financed Student Loan pursuant to either of the two preceding sentences, such Master the Servicer shall remit the Purchase Amount in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by such Master Servicer in order to effect such transfer. If such Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such Master Servicer or TMSI's designee, as the case may be5.04. In addition, if any such breach by a Master the Servicer does not trigger such a purchase obligation but does result in the refusal by a Federal Guarantor to guarantee the applicable all or a portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student Federal Loan, then, unless such breach, if curable, is cured within 60 days, such Master the Servicer shall, at its option, either purchase such Financed Student Loan at the applicable Purchase Amount or shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts that would have been payable if not for and such breach forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.4. If such Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th day occurs5.04. Subject to the provisions of Sections 5.6 and 6.3 and the Insurance AgreementSection 7.02, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, holders of Certificates and the Noteholders or the Surety Provider holders of Notes with respect to a breach pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 and the agreement contained in this Section 4.5 4.05 shall be to require a Master Servicer, TMSI or TMSI's designee, as the case may be, Servicer to purchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained hereinSection. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.5. Notwithstanding anything contained in this Section 4.5 to the contrary, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student Loan, neither the Master Servicer servicing such Financed Student Loan hereunder, nor TMSI, nor TMSI's designee shall be required to purchase such Financed Student Loan pursuant to this Section 4.5 until the last day of the Collection Period occurring seven months after the date a claim is rejected4.06.

Purchase of Financed Student Loans; Reimbursement. TMSI, each The Master Servicer or the Eligible Lender Trustee, as the case maybe, Trustee shall inform the other parties to this Agreement, party as well as the Indenture Trustee and the Surety Provider Seller promptly, in writing, upon the discovery of any breach of an obligation under pursuant to Section 4.13.01, 4.23.02, 4.3 3.03 or 4.4 hereof3.05. Unless any such the breach shall have been cured within 60 120 days following the such discovery thereof by such Master Servicer or TMSI or receipt by such Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such Master Servicer or the Surety Provider of such breach (or, at such the Master Servicer's election, the last day of the first month following such discovery), such the Master Servicer shall purchase any Financed Student Loan in which the interests of the Noteholders, Noteholders or the Certificateholders or the Surety Provider are materially and adversely affected by such breach as of the first day succeeding the end of such 60120-day period that is the last day of a Collection Period; provided that Period (it is being understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee will not be considered to have a material adverse effect for this purpose). If a the Master Servicer takes any action or fails to take any action during any Collection Period pursuant to the sections referred to above that impairs the rights of the Issuer, the Indenture Trustee, the Eligible Lender Trustee, the Certificateholders, Certificateholders or the Noteholders or the Surety Provider in any Financed Student Loan or otherwise than as provided in such sections, such the Master Servicer shall purchase such Financed Student Loan as of the last day of such Collection Period. In consideration of and simultaneously with the purchase of any such Financed Student Loan pursuant to either of the two preceding sentences, such the Master Servicer shall remit the Purchase Amount in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by such Master Servicer in order to effect such transfer. If such Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such Master Servicer or TMSI's designee, as the case may be4.04. In addition, if any such breach by a the Master Servicer does not trigger such a purchase obligation but does result in the refusal by a Guarantor to guarantee the applicable all or a portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student Loan, then, unless such breach, if curable, is cured within 60 120 days, such the Master Servicer shall, at its option, either purchase such Financed Student Loan at the applicable Purchase Amount or shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts that would have been payable if not for and such breach forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.44.04. If such Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th day occurs. Subject to the provisions of Sections 5.6 and 6.3 and the Insurance Agreement, the The sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, Certificateholders and the Noteholders or the Surety Provider with respect to a breach pursuant to Section 4.13.01, 4.23.02, 4.3 3.03 or 4.4 and the agreement contained in this Section 4.5 3.05 shall be to require a the Master Servicer, TMSI or TMSI's designee, as the case may be, Servicer to purchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained herein3.06. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase repurchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.53.06. Notwithstanding anything contained in this Section 4.5 to the contrary, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student Loan, neither the The Master Servicer servicing such Financed Student Loan hereunder, nor TMSI, nor TMSI's designee shall not be required deemed to purchase such Financed Student Loan have breached its obligations pursuant to this Section 4.5 until 3.01, 3.02, 3.03 or 3.05 if it is rendered unable to perform such obligations, in whole or in part, by a force outside the last day control of the Collection Period occurring seven months after parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters). The Master Servicer shall diligently perform its duties under this Agreement as soon as practicable following the date a claim is rejectedtermination of such interruption of business.

Purchase of Financed Student Loans; Reimbursement. TMSI, each Master The Servicer or the Eligible Lender Trustee, as the case maybe, Trustee shall inform the other parties to this Agreement, party as well as the Indenture Trustee and the Surety Provider Seller promptly, in writing, upon the discovery of any breach of an obligation under pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 hereof4.05. Unless any such the breach shall have been cured within 60 days following the such discovery thereof by such Master Servicer or TMSI or receipt by such Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such Master Servicer or the Surety Provider of such breach (or, at such Master the Servicer's election, the last day of the first month following such discovery), such Master the Servicer shall purchase any Financed Student Loan in which the interests of the Noteholders, the Certificateholders holders of Notes or the Surety Provider holders of Certificates are materially and adversely affected by such breach as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that Period (it is being understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee in accordance with Guarantee Agreements will not be considered to have a material adverse effect for this purpose). If a Master the Servicer takes any action or fails to take any action during any Collection Period pursuant to the sections referred to above that impairs the rights of the Issuer, the Indenture Trustee, the Eligible Lender Trustee, the Certificateholders, the Noteholders holders of Certificates or the Surety Provider holders of Notes in any Financed Student Loan or otherwise than as provided in such sections, such Master the Servicer shall purchase such Financed Student Loan as of the last day of such Collection Period. In consideration of and simultaneously with the purchase of any such Financed Student Loan pursuant to either of the two preceding sentences, such Master the Servicer shall remit the Purchase Amount in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by such Master Servicer in order to effect such transfer. If such Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such Master Servicer or TMSI's designee, as the case may be5.04. In addition, if any such breach by a Master the Servicer does not trigger such a purchase obligation but does result in the refusal by a Federal Guarantor to guarantee the applicable all or a portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student Federal Loan, then, unless such breach, if curable, is cured within 60 days, such Master the Servicer shall, at its option, either purchase such Financed Student Loan at the applicable Purchase Amount or shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts that would have been payable if not for and such breach forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.4. If such Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th day occurs5.04. Subject to the provisions of Sections 5.6 and 6.3 and the Insurance AgreementSection 7.02, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, holders of Certificates and the Noteholders or the Surety Provider holders of Notes with respect to a breach pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 and the agreement contained in this Section 4.5 4.05 shall be to require a Master Servicer, TMSI or TMSI's designee, as the case may be, Servicer to purchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained hereinSection. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase repurchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.5. Notwithstanding anything contained in this Section 4.5 to the contrary, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student Loan, neither the Master Servicer servicing such Financed Student Loan hereunder, nor TMSI, nor TMSI's designee shall be required to purchase such Financed Student Loan pursuant to this Section 4.5 until the last day of the Collection Period occurring seven months after the date a claim is rejected4.06.

Purchase of Financed Student Loans; Reimbursement. TMSI, each The Master Servicer or the Eligible Lender Trustee, as the case maybemay be, shall inform the other parties to this Agreement, Agreement and the Indenture Trustee and the Surety Provider promptly, in writing, upon the discovery of any breach of an obligation under Section 4.1, 4.2, 4.3 or 4.4 hereof. Unless any such breach shall have been cured within 60 120 days following the discovery thereof by such the Master Servicer or TMSI or receipt by such the Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such Master Servicer or the Surety Provider Trustee of such breach (or, at such Master Servicer's electionbreach, the last day of the first month following such discovery), such Master Servicer shall purchase any Financed Student Loan in which the interests of the Noteholders, Noteholders or the Certificateholders or the Surety Provider are materially and adversely affected by any such breach shall be transferred, assigned, setover and otherwise conveyed to the Master Servicer (a "purchase") as of the first day succeeding the end of such 60120-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does has not affect any Guarantor's obligation resulted in the failure of a Guarantee Agency to guarantee payment make a Guarantee Payment or the Department of such Financed Student Loan HHS to make an Insurance Payment to the Eligible Lender Trustee will not be considered to have a material adverse effect for this purpose. If a ; and provided further, however, that in the case of any obligation the breach of which may be cured by reinstatement of the Guarantor's obligation to guarantee payment or the Department of HHS's obligation to insure payment, such cure period shall be 360 days (instead of 120 days), in each case following the earlier of the date on which such breach is discovered by the Master Servicer takes any action or fails to take any action during any Collection Period pursuant to and the sections referred to above that impairs the rights date of the Issuer, Servicer's receipt of the Indenture Trustee, the Eligible Lender Trustee, the Certificateholders, the Noteholders Guarantor or the Surety Provider in any Financed Student Loan or otherwise than as provided in such sections, such Master Servicer shall purchase Department of HHS reject transmittal form with respect to such Financed Student Loan Loan. Notwithstanding the foregoing, if as of the last day of any Collection Period the aggregate principal amount of Financed Student Loans with respect to which claims have been filed with and rejected by a Guarantor or the Department of HHS as a result of a breach of a representation or warranty of the Transferor in Sections 3.1 or Section 6.1 hereof or a breach of the obligations of the Master Servicer under Sections 4.1 through 4.4 hereof or with respect to which the Master Servicer determines that claims cannot be filed pursuant to the Higher Education Act or the HEAL Act, as the case may be, as a result of such Collection Perioda breach exceeds the lesser of $250,000 or 0.25% of the Pool Balance as of such date, the Master Servicer shall purchase (or Transferor shall repurchase pursuant to Section 3.2 hereof) within 120 days of a written request by the Eligible Lender Trustee or the Indenture Trustee, affected Financed Student Loans in an aggregate principal amount such that after such purchases or repurchases the aggregate principal amount of affected Financed Student Loans is equal to or less than the lesser of $250,000 or 0.25% of the Pool Balance. The Financed Student Loans to be purchased by the Master Servicer pursuant to the preceding sentence (or repurchased by the Transferor pursuant to Section 3.2 -26- hereof) will be based on the date of claim rejection, with the Financed Student Loans with the earliest such dates to be purchased or repurchased first. In consideration of and simultaneously with the purchase of any such the Financed Student Loan pursuant to either of Loan, the two preceding sentences, such Master Servicer shall remit the Purchase Amount in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by such Master Servicer in order to effect such transfer. If such Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student LoanAmount, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee the Master Servicer in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File and, if applicable, the related Additional Financed HEAL Loan File will thereafter belong to such the Master Servicer or TMSI's designee, as the case may beServicer. In addition, if any such breach by a Master Servicer does not trigger such a purchase obligation but does result in (i) the refusal by the Department of HHS to insure the applicable portion of the accrued interest with respect to any Financed HEAL Loan, or (ii) the refusal by a Guarantor to guarantee the applicable portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the DepartmentDepartment of Education) certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student FFELP Loan, then, unless such breach, if curable, is cured within 60 days120 days following the discovery thereof by the Master Servicer or receipt by the Master Servicer of written notice from the Eligible Lender Trustee, such the Master Servicer shall, at its option, either (y) purchase such Financed Student Loan (but only if an actual failure to pay any such amount to the Eligible Lender Trustee occurs or the Eligible Lender is required to repay such an amount which has been previously paid) at the applicable Purchase Amount, including (if the Transferor is the Master Servicer at the time of such purchase) by transferring to the Eligible Lender Trustee a Subsequent Financed Student Loan pursuant to Section 2.3(b) hereof in lieu of depositing into the Collection Account all or a portion of the Purchase Amount (equal to the Subsequent Financing Purchase Price of such Subsequent Financed Student Loan as of the Subsequent Finance Date) or (z) reimburse the Issuer by remitting an amount equal to the sum of all amounts that would have been payable if not for such breach in the manner specified in Section 5.4. If such Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th 120th day occurs. Subject occurs (or, to the provisions extent that all or a portion of Sections 5.6 such amount is not otherwise due and 6.3 payable as of such date, that portion shall be remitted to the Collection Account on the last day of the Collection Period during which such amount would otherwise be due and the Insurance Agreement, the payable). The sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders or the Surety Provider Certificateholders with respect to a breach pursuant to Section 4.1, 4.2, 4.3 or of the obligations of the Master Servicer under Sections 4.1 through 4.4 hereof and the agreement contained in this Section 4.5 shall be to require a the Master Servicer, TMSI or TMSI's designee, as the case may be, Servicer to purchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained herein. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.5. Notwithstanding anything contained in this Section 4.5 to the contrary, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student Loan, neither the Master Servicer servicing such Financed Student Loan hereunder, nor TMSI, nor TMSI's designee shall be required to purchase such Financed Student Loan pursuant to this Section 4.5 until the last day of the Collection Period occurring seven months after the date a claim is rejected.

Purchase of Financed Student Loans; Reimbursement. TMSI, each (a) The Master Servicer or the Eligible Lender Trustee, as the case maybemay be, shall inform the other parties to this Agreement, the Transfer and Servicing Agreement and the Indenture Trustee and the Surety Provider promptly, in writing, upon the discovery of any breach of an obligation under Section 4.15.1, 4.25.2, 4.3 5.3 or 4.4 hereof5.4 hereof that has resulted in the failure of a Guarantee Agency (including for this purpose a guarantor under a Private Loan Program) to make a Guarantee Payment (or guarantee payment) or the Department of HHS to make an Insurance Payment to the Eligible Lender Trustee. Unless any such breach shall have been cured within 60 120 days following the discovery thereof by such the Master Servicer or TMSI or receipt by such the Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such Master Servicer or the Surety Provider Trustee of such breach (or, at such Master Servicer's electionbreach, the last day of the first month following such discovery), such Master Servicer shall purchase any applicable Financed Student Loan in which shall be transferred, assigned, setover and otherwise conveyed to the interests of the Noteholders, the Certificateholders or the Surety Provider are materially and adversely affected by such breach Master Servicer as of the first day succeeding the end of such 60120-day period that is the last day of a Collection Period; provided provided, however, that it is understood that in the case of any such obligation the breach that does not affect any Guarantorof which may be cured by reinstatement of the Guarantee Agency's obligation to guarantee payment or the Department of HHS' obligation to insure payment, such cure period shall be 360 days (instead of 120 days), in each case following the earlier of the date on which such breach is discovered by the Master Servicer and the date of the Servicer's receipt of the Guarantee Agency, Department of HHS or Private Loan Program reject transmittal form with respect to such Financed Student Loan to Loan. Notwithstanding the Eligible Lender Trustee will not be considered to have a material adverse effect for this purpose. If a Master Servicer takes any action or fails to take any action during any Collection Period pursuant to the sections referred to above that impairs the rights of the Issuerforegoing, the Indenture Trustee, the Eligible Lender Trustee, the Certificateholders, the Noteholders or the Surety Provider in any Financed Student Loan or otherwise than as provided in such sections, such Master Servicer shall purchase such Financed Student Loan if as of the last day of any Collection Period the aggregate principal amount of Financed Student Loans with respect to which claims have been filed with and rejected by a Guarantee Agency (including for this purpose a guarantor under a Private Loan Program) or the Department of HHS as a result of a breach of a representation or warranty of the Depositor in Sections 3.1 or Section 7.1 hereof or a breach of the obligations of the Master Servicer under Sections 5.1 through 5.4 hereof or with respect to which the Master Servicer determines that claims cannot be filed pursuant to the Higher Education Act or the HEAL Act, as the case may be, as a result of such Collection Perioda breach exceeds the lesser of $250,000 or 0.25% of the Pool Balance as of such date, the Master Servicer shall purchase (or Depositor shall repurchase pursuant to Section 3.2 hereof) within 120 days of a written request by the Eligible Lender Trustee or the Indenture Trustee, affected Financed Student Loans in an aggregate principal amount such that after such purchases or repurchases the aggregate principal amount of affected Financed Student Loans is equal to or less than the lesser of $250,000 or 0.25% of the Pool Balance. The Financed Student Loans to be purchased by the Master Servicer pursuant to the preceding sentence (or repurchased by the Depositor pursuant to Section 3.2 hereof) will be based on the date of claim rejection, with the Financed Student Loans with the earliest such dates to be purchased or repurchased first. In consideration of and simultaneously with the purchase of any such the Financed Student Loan pursuant to either of Loan, the two preceding sentences, such Master Servicer shall remit the Purchase Amount Amount, in the manner specified in Section 5.46.4, and the Issuer shall execute such assignments and other documents reasonably requested by such the Master Servicer in order to effect such transfer. If such Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such Master Servicer or TMSI's designee, as the case may be. In addition, if any such breach by a Master Servicer does not trigger such a purchase obligation but does result in the refusal by a Guarantor to guarantee the applicable portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student Loan, then, unless such breach, if curable, is cured within 60 days, such Master Servicer shall, at its option, either purchase such Financed Student Loan at the applicable Purchase Amount or reimburse the Issuer by remitting an amount equal to the sum of all amounts that would have been payable if not for such breach in the manner specified in Section 5.4. If such Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th day occurs. Subject to the provisions of Sections 5.6 and 6.3 and the Insurance Agreement, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders or the Surety Provider with respect to a breach pursuant to Section 4.1, 4.2, 4.3 or 4.4 and the agreement contained in this Section 4.5 shall be to require a Master Servicer, TMSI or TMSI's designee, as the case may be, to purchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained herein. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.5. Notwithstanding anything contained in this Section 4.5 to the contrary, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student Loan, neither the Master Servicer servicing such Financed Student Loan hereunder, nor TMSI, nor TMSI's designee shall be required to purchase such Financed Student Loan pursuant to this Section 4.5 until the last day of the Collection Period occurring seven months after the date a claim is rejected.

Purchase of Financed Student Loans; Reimbursement. TMSI, each The Eligible Lender Trustee or the Master Servicer (or the Eligible Lender Trustee, as the case maybe, applicable Sub-Servicer on its behalf) shall inform the other parties to this Agreementparty as well as the Indenture Trustee, the Indenture Trustee Depositor and the Surety Provider KBUSA promptly, in writing, upon the discovery of any breach of an obligation under pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 hereof4.05. Unless any such the breach shall have been cured within 60 days following the such discovery thereof by such Master Servicer or TMSI or receipt by such Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such Master Servicer or the Surety Provider of such breach (or, at such the Master Servicer's ’s election, the last day of the first month following such discovery), such the Master Servicer shall purchase any Financed Group I or Group II Student Loan in which the interests of the Noteholders, the Certificateholders or the Surety Provider Holders of related group of Notes are materially and adversely affected in the aggregate by any such breach (as determined by the Master Servicer), as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that Period (it is being understood that any such breach that does not affect any Guarantor's ’s obligation to guarantee payment of such Financed Group I or Group II Student Loan to the Eligible Lender Trustee in accordance with Guarantee Agreements will not be considered to have a material adverse effect for this purpose). If a the Master Servicer takes any action or fails to take any action (including, without limitation, all actions taken or not taken by a Sub-Servicer on its behalf) during any Collection Period pursuant to the sections referred to above that impairs the rights of the Issuer, the Indenture Trustee, the Eligible Lender Trustee, the Certificateholders, the Noteholders Trustee or the Surety Provider Holders of the related group of Notes in any Financed Student Loan or otherwise than as provided in such sections, such the Master Servicer shall purchase such Financed Group I or Group II Student Loan as of the last day of such Collection Period. In consideration of and simultaneously with the purchase of any such Financed Group I or Group II Student Loan pursuant to either of the two preceding sentences, such the Master Servicer shall remit the related Purchase Amount in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by such Master Servicer in order to effect such transfer. If such Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such Master Servicer or TMSI's designee, as the case may be5.04. In addition, if any such breach by a the Master Servicer (or a Sub-Servicer acting on its behalf) does not trigger such a purchase obligation but does result in the refusal by a Federal Guarantor to guarantee the applicable all or a portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student Federal Loan, then, unless such breach, if curable, is cured within 60 days, such the Master Servicer shall, at its option, either purchase such Financed Student Loan at the applicable Purchase Amount or shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts that would have been payable if not for and such breach forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.4. If such Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th day occurs5.04. Subject to the provisions of Sections 5.6 and 6.3 and the Insurance AgreementSection 7.02, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, Trustee and the Certificateholders, the Noteholders or the Surety Provider Holders of related group of Notes with respect to a breach pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 and the agreement contained in this Section 4.5 4.05 shall be to require a the Master Servicer, TMSI or TMSI's designee, as the case may be, Servicer to purchase Financed such Group I and/or Group II Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained hereinSection. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Financed Group I or Group II Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.54.06. Notwithstanding anything contained in this Section 4.5 to the contraryforegoing, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student Loan, neither the Master Servicer, at its option, may permit or cause a Sub-Servicer servicing such Financed to purchase a Group I or Group II Student Loan hereunderfrom the Trust in its stead, nor TMSI, nor TMSI's designee shall be required to purchase such Financed Student Loan pursuant to this Section 4.5 until in the last day of manner and for the Collection Period occurring seven months after the date a claim is rejectedreasons set forth above.

Purchase of Financed Student Loans; Reimbursement. TMSI, each The Eligible Lender Trustee or the Master Servicer (or the Eligible Lender Trustee, as the case maybe, applicable Sub-Servicer on its behalf) shall inform the other parties to this Agreementparty as well as the Indenture Trustee, the Indenture Trustee Securities Insurer, the Swap Counterparty, the Depositor and the Surety Provider KBUSA promptly, in writing, upon the discovery of any breach of an obligation under pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 hereof4.05. Unless any such the breach shall have been cured within 60 days following the such discovery thereof by such Master Servicer or TMSI or receipt by such Master Servicer or TMSI of written notice from the Eligible Lender Trustee, TMSI, such Master Servicer or the Surety Provider of such breach (or, at such the Master Servicer's election, the last day of the first month following such discovery), such the Master Servicer shall purchase any Financed Group I or Group II Student Loan in which the interests of the NoteholdersSecurities Insurer (with respect to the Group II Student Loans only), the Certificateholders Swap Counterparty or the Surety Provider holders of related group of Notes are materially and adversely affected by any such breach (as determined by the Securities Insurer with respect to Group II Student Loans only (unless a Securities Insurer Default has occurred and is continuing, then in such case the Master Servicer)), as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that Period (it is being understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Group I or Group II Student Loan to the Eligible Lender Trustee in accordance with Guarantee Agreements will not be considered to have a material adverse effect for this purpose). If a the Master Servicer takes any action or fails to take any action (including, without limitation, all actions taken or not taken by a Sub-Servicer on its behalf) during any Collection Period pursuant to the sections referred to above that impairs the rights of the Issuer, the Indenture Trustee, the Eligible Lender Trustee, the CertificateholdersSecurities Insurer (with respect to the Group II Student Loans only), the Noteholders Swap Counterparty or the Surety Provider holders of the related group of Notes in any Financed Student Loan or otherwise than as provided in such sections, such the Master Servicer shall purchase such Financed Group I or Group II Student Loan as of the last day of such Collection Period. In consideration of and simultaneously with the purchase of any such Financed Group I or Group II Student Loan pursuant to either of the two preceding sentences, such the Master Servicer shall remit the related Purchase Amount in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by such Master Servicer in order to effect such transfer. If such Master Servicer fails to purchase within the time period provided hereby any Financed Student Loan it is required to purchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Master Servicer would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI repurchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with the repurchase or the incurrence of the repurchase obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such Master Servicer or TMSI's designee, as the case may be5.04. In addition, if any such breach by a the Master Servicer (or a Sub-Servicer acting on its behalf) does not trigger such a purchase obligation but does result in the refusal by a Federal Guarantor to guarantee the applicable all or a portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Student Federal Loan, then, unless such breach, if curable, is cured within 60 days, such the Master Servicer shall, at its option, either purchase such Financed Student Loan at the applicable Purchase Amount or shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts that would have been payable if not for and such breach forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.4. If such Master Servicer fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 not later than the last day of the Collection Period in which such 60th day occurs5.04. Subject to the provisions of Sections 5.6 and 6.3 and the Insurance AgreementSection 7.02, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholdersholders of related group of Notes, the Noteholders or Securities Insurer (with respect to the Surety Provider Group II Student Loans only) and Swap Counterparty with respect to a breach pursuant to Section 4.14.01, 4.24.02, 4.3 4.03 or 4.4 and the agreement contained in this Section 4.5 4.05 shall be to require a the Master Servicer, TMSI or TMSI's designee, as the case may be, Servicer to purchase Financed such Group I and/or Group II Student Loans or to reimburse the Issuer as provided above pursuant to this Section 4.5, subject to the conditions contained hereinSection. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Financed Group I or Group II Student Loan or the reimbursement for any interest penalty pursuant to this Section 4.54.06. Notwithstanding anything contained in this Section 4.5 to the contraryforegoing, with respect to any purchase obligation arising as a result of a Guarantor denying a Guarantee Payment on a Financed Student Loan, neither the Master Servicer, at its option, may permit or cause a Sub-Servicer servicing such Financed to purchase a Group I or Group II Student Loan hereunderfrom the Trust in its stead, nor TMSI, nor TMSI's designee shall be required to purchase such Financed Student Loan pursuant to this Section 4.5 until in the last day of manner and for the Collection Period occurring seven months after the date a claim is rejectedreasons set forth above.