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

Purchase of Student Loans; Reimbursement. (a) Upon the discovery by the Servicer, the Eligible Lender Trustee, the Indenture Trustee or the Seller of any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof, the party discovering the breach shall give prompt written notice to the others. If the breach is not cured within sixty (60) days after the Servicer becomes aware or receives written notice (whichever is earlier) of such breach, the Servicer shall purchase or arrange for the purchase of any Student Loan in which the interests of the Noteholders, the Issuer, the Indenture Trustee, the Eligible Lender Trustee or any Swap Counterparties 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 Monthly Collection Period (it being understood that any such breach that does not affect the related Guarantor's obligation to guarantee payment of such Student Loan will not be considered to have a material adverse effect for this purpose and it being further understood that any dispute as to whether such Guarantor's obligation has been so affected so as to create such a material adverse effect, shall be resolved, for so long as the Notes are Outstanding, by the Indenture Trustee, whose determination shall be dispositive, and after the Notes are no longer Outstanding, by the Eligible Lender Trustee, whose determination shall then be dispositive); provided, however, that during each 12-month period following the Cutoff Date or an anniversary of the Cutoff Date (each, a "Servicer Liability Period"), the Servicer will be obligated to purchase Student Loans only to the extent its total liability incurred during the then current Servicer Liability Period for such purchases and any other liabilities under this Agreement exceeds an amount (the "Servicer Liability Limit") equal to 0.15% of the principal balances of the Financed Student Loans outstanding as of the Cutoff Date or, after the first anniversary of the Cutoff Date, as of the preceding July 31. (b) In consideration of the purchase of any such Student Loan pursuant to this Section 3.05, the Servicer shall remit, in the manner specified in Section 4.01, the Purchase Amount and the Issuer shall execute such assignments and other documents reasonably requested by the Servicer in order to effect the transfer of such Student Loan to the Servicer or its designee; provided, however, that the Servicer's total liability for losses for rejected claims by the Guarantors for any Financed Student Loan based on any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof will not exceed that amount which the related Guarantor would have been obligated to pay with respect to such loan had its obligation to guarantee payment thereof not been affected by the Servicer's breach. Subject to Section 5.02, the exclusive remedy of the Noteholders, the Issuer, the Indenture Trustee, and the Eligible Lender Trustee and the entire liability of Servicer for such a breach shall be limited to requiring the Servicer to purchase Financed Student Loans pursuant to this Section 3.05.

Purchase of Student Loans; Reimbursement. (a) Upon the discovery by the Servicer, the Eligible Lender Trustee, the Indenture Trustee or the Seller of any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof, the party discovering the breach shall give prompt written notice to the others. If the breach is not cured within sixty (60) days after the Servicer becomes aware or receives written notice (whichever is earlier) of such breach, the Servicer shall purchase or arrange for the purchase of any Student Loan in which the interests of the Noteholders, the Issuer, the Indenture Trustee, the Eligible Lender Trustee or any Swap Counterparties 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 Monthly Collection Period (it being understood that any such breach that does not affect the related Guarantor's obligation to guarantee payment of such Student Loan will not be considered to have a material adverse effect for this purpose and it being further understood that any dispute as to whether such Guarantor's obligation has been so affected so as to create such a material adverse effect, shall be resolved, for so long as the Notes are Outstanding, by the Indenture Trustee, whose determination shall be dispositive, and after the Notes are no longer Outstanding, by the Eligible Lender Trustee, whose determination shall then be dispositive); provided, however, that during each 12-month period following the Cutoff Date or an anniversary of the Cutoff Date (each, a "Servicer Liability Period"), the Servicer will be obligated to purchase Student Loans only to the extent its total liability incurred during the then current Servicer Liability Period for such purchases and any other liabilities under this Agreement exceeds an amount (the "Servicer Liability Limit") equal to 0.15% of the principal balances of the Financed Student Loans outstanding as of the Cutoff Date or, after the first anniversary of the Cutoff Date, as of the preceding July 31. (b) In consideration of the purchase of any such Student Loan pursuant to this Section 3.054.01, the Servicer shall remit, in the manner specified in Section 4.01, the Purchase Amount and the Issuer shall execute such assignments and other documents reasonably requested by the Servicer in order to effect the transfer of such Student Loan to the Servicer or its designee; provided, however, that the Servicer's total liability for losses for rejected claims by the Guarantors for any Financed Student Loan based on any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof will not exceed that amount which the related Guarantor would have been obligated to pay with respect to such loan had its obligation to guarantee payment thereof not been affected by the Servicer's breach. Subject to Section 5.02, the exclusive remedy of the Noteholders, the Issuer, the Indenture Trustee, and the Eligible Lender Trustee and the entire liability of Servicer for such a breach shall be limited to requiring the Servicer to purchase Financed Student Loans pursuant to this Section 3.05.

Purchase of Student Loans; Reimbursement. (a) Upon the discovery by the Servicer, the Eligible Lender Trustee, the Indenture Trustee or the Seller of any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof, the party discovering the breach shall give prompt written notice to the others. If the breach is not cured within sixty (60) days after the Servicer becomes aware or receives written notice (whichever is earlier) of such breach, the Servicer shall purchase or arrange for the purchase of any Student Loan in which the interests of the Noteholders, the Issuer, the Indenture Trustee, the Eligible Lender Trustee or any the Swap Counterparties Counterparty 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 Monthly Collection Period (it being understood that any such breach that does not affect the related Guarantor's obligation to guarantee payment of such Student Loan will not be considered to have a material adverse effect for this purpose and it being further understood that any dispute as to whether such Guarantor's obligation has been so affected so as to create such a material adverse effect, shall be resolved, for so long as the Notes are Outstanding, by the Indenture Trustee, whose determination shall be dispositive, and after the Notes are no longer Outstanding, by the Eligible Lender Trustee, whose determination shall then be dispositive); provided, however, that during each 12-month period following the Cutoff Date or an anniversary of the Cutoff Date (each, a "Servicer Liability Period"), the Servicer will be obligated to purchase Student Loans only to the extent its total liability incurred during the then current Servicer Liability Period for such purchases and any other liabilities under this Agreement exceeds an amount (the "Servicer Liability Limit") equal to 0.15% of the principal balances of the Financed Student Loans outstanding as of the Cutoff Date or, after the first anniversary of the Cutoff Date, as of the preceding July 31. (bd) In consideration of the purchase of any such Student Loan pursuant to this Section 3.05, the Servicer shall remit, in the manner specified in Section 4.01, the Purchase Amount and the Issuer shall execute such assignments and other documents reasonably requested by the Servicer in order to effect the transfer of such Student Loan to the Servicer or its designee; provided, however, that the Servicer's total liability for losses for rejected claims by the Guarantors for any Financed Student Loan based on any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof will not exceed that amount which the related Guarantor would have been obligated to pay with respect to such loan had its obligation to guarantee payment thereof not been affected by the Servicer's breach. Subject to Section 5.02, the exclusive remedy of the Noteholders, the Issuer, the Indenture Trustee, and the Eligible Lender Trustee and the entire liability of Servicer for such a breach shall be limited to requiring the Servicer to purchase Financed Student Loans pursuant to this Section 3.05.

Purchase of Student Loans; Reimbursement. (a) Upon the discovery by the Servicer, the Eligible Lender Trustee, the Indenture Trustee or the Seller of any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof, the party discovering the breach shall give prompt written notice to the others. If the breach is not cured within sixty (60) days after the Servicer becomes aware or receives written notice (whichever is earlier) of such breach, the Servicer shall purchase or arrange for the purchase of any Student Loan in which the interests of the Noteholders, the Issuer, the Indenture Trustee, Trustee or the Eligible Lender Trustee or any Swap Counterparties 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 Monthly Collection Period (it being understood that any such breach that does not affect the related Guarantor's obligation to guarantee payment of such Student Loan will not be considered to have a material adverse effect for this purpose and it being further understood that any dispute as to whether such Guarantor's obligation has been so affected so as to create such a material adverse effect, shall be resolved, for so long as the Notes are Outstanding, by the Indenture Trustee, whose determination shall be dispositive, and after the Notes are no longer Outstanding, by the Eligible Lender Trustee, whose determination shall then be dispositive); provided, however, that during each 12-month period following the Cutoff Date or an anniversary of the Cutoff Date (each, a "Servicer Liability Period"), the Servicer will be obligated to purchase Student Loans only to the extent its total liability incurred during the then current Servicer Liability Period for such purchases and any other liabilities under this Agreement exceeds an amount (the "Servicer Liability Limit") equal to 0.15% of the principal balances of the Financed Student Loans outstanding as of the Cutoff Date or, after the first anniversary of the Cutoff Date, as of the preceding July 31November 1. (b) In consideration of the purchase of any such Student Loan pursuant to this Section 3.05, the Servicer shall remit, in the manner specified in Section 4.01, the Purchase Amount and the Issuer shall execute such assignments and other documents reasonably requested by the Servicer in order to effect the transfer of such Student Loan to the Servicer or its designee; provided, however, that the Servicer's total liability for losses for rejected claims by the Guarantors for any Financed Student Loan based on any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof will not exceed that amount which the related Guarantor would have been obligated to pay with respect to such loan had its obligation to guarantee payment thereof not been affected by the Servicer's breach. Subject to Section 5.02, the exclusive remedy of the Noteholders, the Issuer, the Indenture Trustee, and the Eligible Lender Trustee and the entire liability of Servicer for such a breach shall be limited to requiring the Servicer to purchase Financed Student Loans pursuant to this Section 3.05.

Purchase of Student Loans; Reimbursement. (a) Upon the discovery by the Servicer, the Eligible Lender Trustee, the Indenture Trustee or the Seller of any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof, the party discovering the breach shall give prompt written notice to the others. If the breach is not cured within sixty (60) days after the Servicer becomes aware or receives written notice (whichever is earlier) of such breach, the Servicer shall purchase or arrange for the purchase of any Student Loan in which the interests of the Noteholders, the Issuer, the Indenture Trustee, the Eligible Lender Trustee or any Swap Counterparties 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 Monthly Collection Period (it being understood that any such breach that does not affect the related Guarantor's obligation to guarantee payment of such Student Loan will not be considered to have a material adverse effect for this purpose and it being further understood that any dispute as to whether such Guarantor's obligation has been so affected so as to create such a material adverse effect, shall be resolved, for so long as the Notes are Outstanding, by the Indenture Trustee, whose determination shall be dispositive, and after the Notes are no longer Outstanding, by the Eligible Lender Trustee, whose determination shall then be dispositive); providedPROVIDED, howeverHOWEVER, that during each 12-month period following the Cutoff Date or an anniversary of the Cutoff Date (each, a "Servicer Liability PeriodSERVICER LIABILITY PERIOD"), the Servicer will be obligated to purchase Student Loans only to the extent its total liability incurred during the then current Servicer Liability Period for such purchases and any other liabilities under this Agreement exceeds an amount (the "Servicer Liability LimitSERVICER LIABILITY LIMIT") equal to 0.15% of the principal balances of the Financed Student Loans outstanding as of the Cutoff Date or, after the first anniversary of the Cutoff Date, as of the preceding July 31. (b) In consideration of the purchase of any such Student Loan pursuant to this Section 3.05, the Servicer shall remit, in the manner specified in Section 4.01, the Purchase Amount and the Issuer shall execute such assignments and other documents reasonably requested by the Servicer in order to effect the transfer of such Student Loan to the Servicer or its designee; providedPROVIDED, howeverHOWEVER, that the Servicer's total liability for losses for rejected claims by the Guarantors for any Financed Student Loan based on any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof will not exceed that amount which the related Guarantor would have been obligated to pay with respect to such loan had its obligation to guarantee payment thereof not been affected by the Servicer's breach. Subject to Section 5.02, the exclusive remedy of the Noteholders, the Issuer, the Indenture Trustee, and the Eligible Lender Trustee and the entire liability of Servicer for such a breach shall be limited to requiring the Servicer to purchase Financed Student Loans pursuant to this Section 3.05.

Purchase of Student Loans; Reimbursement. (a) Upon the ---------------------------------------- discovery by the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee or the Seller of any breach pursuant to Sections 3.01, 3.02, 3.03 3.03, 3.04 or 3.04 hereof, 3.12 (a) hereof the party discovering the breach shall give prompt written notice to the others. If the breach is not cured within sixty (60) 120 days after the Master Servicer becomes aware or receives written notice (whichever is earlier) of such breach, the Master Servicer shall purchase or arrange for the purchase of any Financed Student Loan in which the interests of the Noteholders, the Certificateholders, the Issuer, the Indenture Trustee, Trustee or the Eligible Lender Trustee or any Swap Counterparties 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 Monthly Collection Period (it being understood that any such breach that does not affect the related any Guarantor's obligation to guarantee payment of such Student Loan will not be considered to have a material adverse effect for this purpose and it being further understood that any dispute as to whether such a Guarantor's obligation has been so affected so as to create such a material adverse effect, shall be resolved, for so long as the Notes are Outstanding, by the Indenture Trustee, whose determination shall be dispositive, and after the Notes are no longer Outstanding, Outstanding by the Eligible Lender Trustee, whose determination shall then be dispositive); provided, however, that during each 12-month period following the Cutoff Date or an anniversary of the Cutoff Date (each, a "Servicer Liability Period"), the Servicer will be obligated to purchase Student Loans only to the extent its total liability incurred during the then current Servicer Liability Period for such purchases and any other liabilities under this Agreement exceeds an amount (the "Servicer Liability Limit") equal to 0.15% of the principal balances of the Financed Student Loans outstanding as of the Cutoff Date or, after the first anniversary of the Cutoff Date, as of the preceding July 31. (b) . In consideration of the purchase of any such Student Loan pursuant to this Section 3.05, the Master Servicer shall remit, in the manner specified in Section 4.01, the Purchase Amount and the Issuer shall execute such assignments and other documents reasonably requested by the Master Servicer in order to effect the transfer of such Student Loan to the Master Servicer or its designee; provided. In addition, however, that the Servicer's total liability for losses for rejected claims if any such breach by the Guarantors for any Financed Student Loan based on any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof will Master Servicer does not exceed that amount which trigger such a purchase obligation but does result in the related refusal by a Guarantor would have been obligated to pay with respect to such loan had its obligation to guarantee payment thereof not been affected by the Servicer's breach. Subject to Section 5.02, the exclusive remedy all or a portion of the Noteholdersaccrued interest, or the Issuer, loss (including any obligation of the Indenture Trustee, and Issuer to repay to the Eligible Lender Trustee and the entire liability Department) of Servicer for such a breach shall be limited to requiring the Servicer to purchase Financed Student Loans pursuant to this Section 3.05.certain Interest Subsidy

Purchase of Student Loans; Reimbursement. (a) Upon the discovery by the Servicer, the Eligible Lender Trustee, the Indenture Trustee or the Seller of any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof, hereof the party discovering the breach shall give prompt written notice to the others. If the breach is not cured within sixty (60) days after the Servicer becomes aware or receives written notice (whichever is earlier) of such breach, the Servicer shall purchase or arrange for the purchase of any Student Loan in which the interests of the Noteholders, the Issuer, the Indenture Trustee, Trustee or the Eligible Lender Trustee or any Swap Counterparties 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 Monthly Collection Period (it being understood that any such breach that does not affect the related Guarantor's obligation to guarantee payment of such Student Loan will not be considered to have a material adverse effect for this purpose and it being further understood that any dispute as to whether such Guarantor's obligation has been so affected so as to create such a material adverse effect, shall be resolved, for so long as the Notes are Outstanding, by the Indenture Trustee, whose determination shall be dispositive, and after the Notes are no longer Outstanding, by the Eligible Lender Trustee, whose determination shall then be dispositive); providedPROVIDED, howeverHOWEVER, that during each 12-month period following the Cutoff Date or an anniversary of the Cutoff Date (each, a "Servicer Liability Period"), the Servicer will be obligated to purchase Student Loans only to the extent its total liability incurred during the then current Servicer Liability Period for such purchases and any other liabilities under this Agreement exceeds an amount (the "Servicer Liability Limit") equal to 0.15% of the outstanding principal balances balance of the Financed Student Loans outstanding as of the Cutoff Date or, after the first anniversary of the Cutoff Date, as of the preceding July 31April 1. (b) In consideration of the purchase of any such Student Loan pursuant to this Section 3.05, the Servicer shall remit, in the manner specified in Section 4.01, the Purchase Amount and the Issuer shall execute such assignments and other documents reasonably requested by the Servicer in order to effect the transfer of such Student Loan to the Servicer or its designee; providedPROVIDED, howeverHOWEVER, that the Servicer's total liability for losses for rejected claims by the Guarantors for any Financed Student Loan based on any breach pursuant to Sections 3.01, 3.02, 3.03 3.03, or 3.04 hereof will not exceed that amount which the related Guarantor would have been obligated to pay with respect to such loan had its obligation to guarantee payment thereof not been affected by the Servicer's breach. Subject to Section 5.02, the exclusive remedy of the Noteholders, the Issuer, the Indenture Trustee, and the Eligible Lender Trustee and the entire liability of Servicer for such a breach shall be limited to requiring the Servicer to purchase Financed Student Loans pursuant to this Section 3.05.

Purchase of Student Loans; Reimbursement. (a) Upon the discovery by the Servicer, the Eligible Lender Trustee, the Indenture Trustee or the Seller of any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof, the party discovering the breach shall give prompt written notice to the others. If the breach is not cured within sixty (60) days after the Servicer becomes aware or receives written notice (whichever is earlier) of such breach, the Servicer shall purchase or arrange for the purchase of any Student Loan in which the interests of the Noteholders, the Issuer, the Indenture Trustee, the Eligible Lender Trustee Trustee, the Subordinate Note Insurer or any the Swap Counterparties Counterparty 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 Monthly Collection Period (it being understood that any such breach that does not affect the related Guarantor's obligation to guarantee payment of such Student Loan will not be considered to have a material adverse effect for this purpose and it being further understood that any dispute as to whether such Guarantor's obligation has been so affected so as to create such a material adverse effect, shall be resolved, for so long as the Notes are Outstanding, by the Indenture Trustee, whose determination shall be dispositive, and after the Notes are no longer Outstanding, by the Eligible Lender Trustee, whose determination shall then be dispositive); provided, however, that during each 12-month period following the Cutoff Date or an anniversary of the Cutoff Date (each, a "Servicer Liability Period"), the Servicer will be obligated to purchase Student Loans only to the extent its total liability incurred during the then current Servicer Liability Period for such purchases and any other liabilities under this Agreement exceeds an amount (the "Servicer Liability Limit") equal to 0.15% of the principal balances of the Financed Student Loans outstanding as of the Cutoff Date or, after the first anniversary of the Cutoff Date, as of the preceding July 31. (b) In consideration of the purchase of any such Student Loan pursuant to this Section 3.05, the Servicer shall remit, in the manner specified in Section 4.01, the Purchase Amount and the Issuer shall execute such assignments and other documents reasonably requested by the Servicer in order to effect the transfer of such Student Loan to the Servicer or its designee; provided, however, that the Servicer's total liability for losses for rejected claims by the Guarantors for any Financed Student Loan based on any breach pursuant to Sections 3.01, 3.02, 3.03 or 3.04 hereof will not exceed that amount which the related Guarantor would have been obligated to pay with respect to such loan had its obligation to guarantee payment thereof not been affected by the Servicer's breach. Subject to Section 5.02, the exclusive remedy of the Noteholders, the Issuer, the Indenture Trustee, and the Eligible Lender Trustee and the entire liability of Servicer for such a breach shall be limited to requiring the Servicer to purchase Financed Student Loans pursuant to this Section 3.05.