Common use of Repurchase Obligation Clause in Contracts

Repurchase Obligation. If: (i) any representation or warranty made or furnished by the Seller in or pursuant to this Loan Purchase Agreement shall prove to have been materially incorrect; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the Trustee; (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (v) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser by paying to the Purchaser the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan), plus interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee in connection with such FFELP Loan or purported FFELP Loan.

Repurchase Obligation. If: (i) any representation or warranty made or furnished by the Seller set forth in or pursuant Exhibit E to this Loan Purchase Agreement shall prove to have been materially incorrectincorrect as of the applicable Loan Purchase Date; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the Trustee; (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (viv) the instrument which Seller purports to be a FFELP an Eligible Loan is not, in fact, a FFELP Loanan Eligible Loan on its Loan Purchase Date; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser by paying to the Purchaser the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan), plus accrued and unpaid interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee in connection with such FFELP Loan or purported FFELP Loan.

Repurchase Obligation. If: (i) any representation or warranty made or furnished by the Seller in or pursuant to this Loan Purchase Agreement shall prove to have been materially incorrect; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the Trustee; (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (v) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser by paying to the Purchaser the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan), plus accrued and unpaid interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee in connection with such FFELP Loan or purported FFELP Loan.

Repurchase Obligation. If: (i) any representation or warranty made or furnished by the Seller Lender in or pursuant to this Agreement with respect to a FFELP Loan Purchase Agreement shall prove to have been materially incorrect; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the TrusteePayments); (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to a Borrower's obligation to pay all or any part of the FFELP Loan, and the PurchaserParticipant, in good faith, believes that the facts reported, if true, raise a reasonable doubt doubts as to the legal enforceability of such FFELP Loan;; or (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (v) the instrument which Seller Lender purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller Lender shall repurchase the participation interest in such FFELP Loan or purported FFELP Loan upon the request of the Purchaser Participant by paying to the Purchaser Participant the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loanParticipant whole), plus interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date date of purchase of the participation interest therein to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' attorney fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee Participant in connection with such FFELP Loan or purported FFELP Loan, less Lender's Retained Interest with respect to such FFELP Loan.

Repurchase Obligation. If: (i) any representation or warranty made or furnished by the Seller in or pursuant to Sections 3(a) and 10(a) of this Loan Purchase Agreement shall prove to have been materially incorrect; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (Loan, including any claim for Interest Subsidy Payments, Special Allowance Payments, Insuranceinsurance, reinsurance or Guarantee payments) payments on account of any circumstance or event that occurred prior to the sale and contribution of such FFELP Loan to the Purchaser by and through the Purchaser Trustee; (iii) on account of any circumstance wrongful or event negligent act or omission of the Seller, the originating lender or its or their servicing agents, that occurred prior to the sale and contribution of a FFELP Loan to the Purchaser, by and through the Trustee, a defense that makes the loan unenforceable is asserted by a Borrower (Borrower, maker or endorser, if any) , of the FFELP Loan with respect to Borrower's his or her obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP FFLEP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof); or (v) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall be obligated to repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser or any assignee of the Purchaser hereunder by paying to the Purchaser or any such assignee 98% of an amount equal to the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or Loan, plus 98% of all interest accrued and unpaid on such greater amount as may be necessary to make the Purchaser and the Trustee whole in light FFELP Loan, plus 100% of the purchase price originally paid by the Purchaser for such loan), plus interest and applicable Special Allowance Payments accrued and unpaid with respect to such FFELP Loan or purported FFELP Loan from the applicable Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or such other expenses incurred by repurchase amount as shall be set forth in the Purchaser and the Trustee in connection with such FFELP related Loan or purported FFELP LoanTransfer Addendum.

Repurchase Obligation. IfUpon termination of this Management Services --------------------- Agreement by Business Manager for cause or by Practice without cause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 7.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required to: (a) Purchase from Business Manager at the greater of book value (as determined in accordance with GAAP) or fair market value of the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement as adjusted, through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of the intangible assets, deferred charges or covenants; (b) Purchase from Business Manager any real estate owned by Business Manager and used as an Office at the greater of the appraised fair market value thereof or the then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined by Business Manager and Practice, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding on both parties. In the event either party fails to select an appraiser within fifteen (15) days of the selection of an appraiser by the other party, the appraiser selected by the other party shall make the selection of the third-party appraiser; (c) Purchase at the greater of book value (as determined in accordance with GAAP) or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt and all contracts, payables and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as an Office by Business Manager; and (e) Purchase from Business Manager at the greater of book value (as determined in accordance with GAAP) or fair market value of all of the equipment which was (i) any representation or warranty made or furnished was owned by the Seller Predecessor Professional Corporation immediately prior to the effective date of the Stock Purchase Agreement and (ii) was transferred to NovaMed pursuant to the terms and conditions of the Stock Purchase Agreement (the "Predecessor PC Equipment), including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other assets, including inventory and supplies, and tangibles and intangibles, set forth on the books of Business Manager as adjusted through the last day of the month most recently ended prior to the date of such termination in or accordance with GAAP to reflect operations of the Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. Notwithstanding anything to the contrary contained herein, this Section 7.4 shall only require Practice to purchase from Business Manager those assets which are used exclusively in the operation of the ophthalmology practice of Practice in the Office. In the event Business Manager exercises its rights pursuant to this Loan Purchase Agreement Section 7.4, Practice shall prove have the obligation to have been materially incorrect; purchase all, and not less than all, of the items listed in subparagraphs (iia) through (e) above. In no event, however, shall this Section 7.4 be construed as enabling Practice to repurchase any assets, which relate directly or indirectly to the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred ambulatory surgical treatment center owned and operated by Predecessor Professional Corporation immediately prior to the sale effective date of the Stock Purchase Agreement (the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 7.4 unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article VII, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such FFELP Loan to the Purchaser appraisal shall be borne fifty percent (50%) by Business Manager and through the Trustee; fifty percent (iii50%) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (v) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser by paying to the Purchaser the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan), plus interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee in connection with such FFELP Loan or purported FFELP LoanPractice.

Repurchase Obligation. If: (ia) any representation or warranty made or furnished by the Seller in or pursuant to this Loan Purchase Agreement shall prove to have been materially incorrect; (iib) the Secretary of Education or a Guarantee Guaranty Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser Corporation by and through the Eligible Lender Trustee; (iiic) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the PurchaserCorporation, by and through the Eligible Lender Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the PurchaserCorporation, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (ivd) a FFELP Loan is required to be repurchased pursuant to subsection Section 5(b) hereof; or (ve) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser Corporation by paying to the Purchaser Corporation the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price specified in the applicable Loan Transfer Addendum Addendum, or otherwise (or such greater amount as may be necessary to make the Purchaser Corporation and the Eligible Lender Trustee whole in light of the purchase price originally paid by the Purchaser Corporation for such loan), plus interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser Corporation and the Eligible Lender Trustee in connection with such FFELP Loan or purported FFELP Loan.

Repurchase Obligation. If: (a) In the event of a breach by the Seller that constitutes a Material Breach, either (1) the Seller shall pay or, if the Seller fails to pay, HASI shall pay (pursuant to the HASI Indemnity Agreement) to the Issuer a stipulated damages amount equal to the aggregate Asset Value for the Land Lease Asset affected by the Material Breach as of the Repurchase Date, plus the Make Whole Amount payable to the Bondholders in connection with the payment of such aggregate Asset Value (the “Repurchase Price”) or (2) the Seller shall deliver to the Indenture Trustee, or if the Seller fails to do so, HASI (pursuant to the HASI Indemnity Agreement) shall deliver to the Indenture Trustee, Substitute Collateral to defease the Membership Interest relating to the affected Land Lease Asset as provided in Article VIII of the Indenture (the foregoing in clause (1) or clause (2), the “Repurchase Obligation”); provided, however, that neither the Seller nor HASI shall be obligated to pay the Repurchase Price or to complete such defeasance if, prior to the Repurchase Date, such Material Breach is cured to the reasonable satisfaction of the Required Bondholders or the Seller takes remedial action such that there is not and will not be a Material Breach; provided, further, for the avoidance of doubt, that no Material Breach that has been so cured shall be taken into account in determining whether a subsequent Material Breach has occurred. Upon (i) any representation payment of the Repurchase Price or warranty made or furnished by the Seller in or pursuant to this Loan Purchase Agreement shall prove to have been materially incorrect; (ii) (A) receipt by the Secretary Indenture Trustee of Education or a Guarantee Agencythe Substitute Collateral and (B) compliance with the other defeasance conditions set forth in Article VIII of the Indenture, as applicable, the Membership Interest relating to the affected Land Lease Asset and the interest, if any of the Indenture Trustee or the Issuer in such Land Lease Asset shall cease to be part of the Trust Estate, and the Purchaser shall convey and transfer such Membership Interest to the Seller or any Person designated by the Seller, in each case in accordance with the terms of the Indenture. (b) Notwithstanding any other provision of this Agreement, the Repurchase Obligation or the delivery of Substitute Collateral in the case may be, refuses to honor all or part of a claim filed Material Breach shall be the sole and exclusive remedy available to the Purchaser, the Indenture Trustee on behalf of Bondholders or Bondholders with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account breach of any circumstance or event that occurred prior to representation and warranty set forth in Section 3.13 hereof. Upon (i) the sale of such FFELP Loan to the Purchaser by and through the Trustee; (iii) on account of any circumstance or event that occurred prior to the sale payment of a FFELP Loan to Repurchase Price or (ii) (A) receipt by the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) Indenture Trustee of the FFELP Loan Substitute Collateral and (B) compliance with respect to Borrower's obligation to pay all or any part the other defeasance conditions set forth in Article VIII of the FFELP LoanIndenture, and the Purchaseras applicable, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (v) Section 6.01(a), the instrument which Seller purports to related Material Breach and each breach giving rise thereto shall be a FFELP Loan is notdeemed cured and neither the Issuer nor any other Person shall have any claims, in fact, a FFELP Loan; then rights or remedies against the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser by paying to the Purchaser the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan), plus interest and applicable Special Allowance Payments with respect to such FFELP Loan Material Breach or purported FFELP Loan from the Loan Purchase Date any breach of representation and warranty which gave rise to such Material Breach. (c) With respect to any representations and including the date of repurchase, plus any amounts owed warranties contained in Section 3.13 hereof which are made to the Secretary Knowledge of Education with respect to the repurchased FFELP Loan Seller, if it is discovered that any representation and warranty is inaccurate and results in a material adverse effect on a particular Land Lease Asset, on an individual basis, then notwithstanding Seller’s lack of knowledge of the accuracy of such representation and warranty at the time such representation or purported FFELP Loanwarranty was made, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by such inaccuracy shall be deemed a Material Breach for purposes of the Purchaser and the Trustee in connection with such FFELP Loan or purported FFELP LoanRepurchase Obligation.

Repurchase Obligation. If: (ia) any representation or warranty made or furnished by the Seller Lender in or pursuant to this Agreement with respect to a FFELP Loan Purchase Agreement (including Section 3.01 hereof) shall prove to have been materially incorrect; (iib) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance Payments or Guarantee paymentsPayments) on account of any circumstance or event that occurred prior to the sale of the participation interest in such FFELP Loan to the Purchaser Participant or the sale of such FFELP Loan to the Participant by and through its eligible lender trustee or after such sale if such refusal is due to any action of the TrusteeLender; (iiic) on account of any circumstance or event that occurred prior to the sale of a participation interest in a FFELP Loan to the Purchaser, Participant or the sale a FFELP Loan to the Participant by and through its eligible lender trustee or after such sale if such refusal is due to any action of the TrusteeLender, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to a Borrower's obligation to pay all or any part of the FFELP Loan, and the PurchaserParticipant, in good faith, believes that the facts reported, if true, raise a reasonable doubt doubts as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (vd) the instrument which Seller the Lender purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller Lender shall repurchase the participation interest in such FFELP Loan or purported FFELP Loan upon the request of the Purchaser Participant or the Administrative Agent by paying to the Purchaser Participant or the Trustee (if required by the Administrative Agent) the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loanParticipant whole), plus interest and applicable Interest Subsidy Payments and Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' attorney fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee Participant in connection with such FFELP Loan or purported FFELP Loan, less the Lender's Retained Interest with respect to such FFELP Loan.

Repurchase Obligation. If: (i) any representation or warranty made or furnished by the Seller in or pursuant to this Loan Purchase Agreement (including Section 3 (a) hereof) shall prove to have been materially incorrect; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser Corporation by and through the Trustee; (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the PurchaserCorporation, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the PurchaserCorporation, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (v) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser Corporation or the Administrative Agent by paying to the Purchaser Corporation (or Wells Fargo Bank Minnesota, National Association, as Trustee under txx Xxrehouse Agreement, if required by the Administrative Agent) the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price specified in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser Corporation and the Trustee whole in light of the purchase price originally paid by the Purchaser Corporation for such loan), plus interest (including Interest Subsidy Payments) and applicable Special Allowance Payments and Interest Subsidy Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser Corporation and the Trustee in connection with such FFELP Loan or purported FFELP Loan.

Repurchase Obligation. If: (i) any representation or warranty made or furnished by the Seller in or pursuant to this Loan Purchase Agreement shall prove to have been materially incorrect; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the Trustee; (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's ’s obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or or (v) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser by paying to the Purchaser the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan), plus accrued and unpaid interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' ’ fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee in connection with such FFELP Loan or purported FFELP Loan.

Repurchase Obligation. If: (i) any representation or warranty made or furnished by the Seller set forth in or pursuant Exhibit E to this Loan Purchase Agreement shall prove to have been materially incorrectincorrect as of the applicable Loan Purchase Date; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the Trustee; (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's Borrower(s obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (viv) the instrument which Seller purports to be a FFELP an Eligible Loan is not, in fact, a FFELP Loanan Eligible Loan on its Loan Purchase Date; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser by paying to the Purchaser the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan), plus accrued and unpaid interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' ( fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee in connection with such FFELP Loan or purported FFELP Loan.

Repurchase Obligation. If: (ia) any representation or warranty made or furnished by the Seller Lender in or pursuant to this Agreement with respect to a FFELP Loan Purchase Agreement shall prove to have been materially incorrect; (iib) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee paymentsPayments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser Participant by and through the Trustee; (iiic) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, Participant by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to a Borrower's obligation to pay all or any part of the FFELP Loan, and the PurchaserParticipant, in good faith, believes that the facts reported, if true, raise a reasonable doubt doubts as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (vd) the instrument which Seller Lender purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller Lender shall repurchase the participation interest in such FFELP Loan or purported FFELP Loan upon the request of Participant or the Purchaser Facility Agent by paying to Participant or Zions First National Bank, as trustee under the Purchaser Warehouse Loan Agreement (if required by the Facility Agent) the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loanParticipant whole), plus interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date date of purchase of the participation interest therein to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' attorney fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee Participant in connection with such FFELP Loan or purported FFELP Loan, less Lender's Retained Interest with respect to such FFELP Loan.

Repurchase Obligation. If: All Receivables purchased by the Purchaser hereunder are sold by the Seller to the Purchaser subject to the right of the Purchaser to require the Seller to repurchase at the Repurchase Price (as hereinafter defined) (i) any Receivable for which the Seller has breached any representation or warranty contained in paragraph 4(a) (each an "Ineligible Receivable") and (ii) any Receivable which at any time becomes more than one hundred and twenty (120) days contractually past due or which at any time becomes more than ninety (90) days contractually past due with respect to which no payment has been made or furnished in the preceding 90 days (each a "Defaulted Receivable"). The obligation of the Seller to purchase Defaulted Receivables shall be limited to 10% of the principal balance of the Receivables at the Closing Date (subject to reinstatement in the amount of any recovery proceeds received by the Seller in or pursuant to this Loan Purchase Agreement shall prove to have been materially incorrect; (ii) from the Secretary liquidation of Education any Defaulted Receivables repurchased by the Seller). Immediately upon any Receivable becoming an Ineligible Receivable or a Guarantee AgencyDefaulted Receivable, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the Trustee; (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (v) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall repurchase such FFELP Loan the Ineligible Receivable or purported FFELP Loan upon Defaulted Receivable at a price (the request of the Purchaser by paying "Repurchase Price") equal to the Purchaser the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by related Receivable together with all accrued and unpaid interest accrued at the Purchaser for such loan), plus interest and applicable Special Allowance Payments with respect Pass-through Rate to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to . The Seller shall have thirty (30) days after the Secretary date of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred notice by the Purchaser to repurchase an Ineligible Receivable or Defaulted Receivable. Upon the repurchase of any Ineligible Receivable or Defaulted Receivable hereunder, the Purchaser shall convey and transfer back to the Trustee in connection with such FFELP Loan Seller, without recourse or purported FFELP Loanwarranty of whatever nature, the Ineligible Receivable or Defaulted Receivable.

Repurchase Obligation. If: (ia) any representation or warranty made or furnished by the Seller or the Parent in or pursuant to this Loan Purchase Agreement shall prove to have been materially incorrect; (iib) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the Purchaser Trustee; (iiic) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, Purchaser by and through the Purchaser Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (ivd) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof); or (ve) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller may repurchase, or if the Seller does not so repurchase the Parent shall repurchase purchase, such FFELP Loan or purported FFELP Loan upon the request of the Purchaser by paying to the Purchaser 100% of the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount Loan, plus any unamortized premium paid as may be necessary to make the Purchaser and the Trustee whole in light a part of the purchase price originally paid by the Purchaser for and all interest accrued and unpaid on such loan)FFELP Loan, plus interest and 100% of the applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee in connection with such FFELP Loan or purported FFELP Loan.

Repurchase Obligation. If: (ia) any representation or warranty made or furnished by the Seller in or pursuant to Sections 4 and 11(a) of this Loan Purchase Agreement shall prove to have been materially incorrect; (iib) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (Loan, including any claim for Interest Subsidy Payments, Special Allowance Payments, Insuranceinsurance, reinsurance or Guarantee payments) payments on account of any circumstance or event that occurred prior to the sale and contribution of such FFELP Loan to the Purchaser by and through the Eligible Lender Trustee; (iiic) on account of any circumstance wrongful or event negligent act or omission of the Seller, the originating lender or its or their servicing agents, that occurred prior to the sale and contribution of a FFELP Loan to the Purchaser, by and through the Trustee, a defense that makes the loan unenforceable is asserted by a Borrower (Borrower, maker or endorser, if any) , of the FFELP Loan with respect to Borrower's his or her obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (ivd) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof6(b); or (ve) the instrument which obligation that Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall be obligated to repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser or any assignee of the Purchaser hereunder by paying to the Purchaser or such assignee an amount equal to (a) the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan)Loan, plus (b) all interest accrued and applicable Special Allowance Payments with respect to unpaid on such FFELP Loan or purported FFELP Loan calculated from the applicable Loan Purchase Date to and including the date of repurchase, plus (c) all applicable Special Allowance Payments accrued and unpaid with respect to such FFELP Loan or purported FFELP Loan calculated from the applicable Loan Purchase Date to and including the date of repurchase, plus (d) any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or such other expenses incurred by repurchase amount as shall be set forth in the Purchaser and the Trustee in connection with such FFELP related Loan or purported FFELP LoanTransfer Addendum.

Repurchase Obligation. If: (ia) any representation or warranty made or furnished by the Seller in or the Eligible Lender Trustee pursuant to Sections 5 and 12(a) of this Loan Purchase Agreement shall prove to have been materially incorrect; (iib) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (Loan, including any claim for Interest Subsidy Payments, Special Allowance Payments, Insuranceinsurance, reinsurance or Guarantee payments) payments on account of any circumstance or event that occurred prior to the sale and contribution of such FFELP Loan to the Purchaser by and through the Eligible Lender Trustee; (iiic) on account of any circumstance wrongful or event negligent act or omission of the Seller, the originating lender or its or their servicing agents, that occurred prior to the sale and contribution of a FFELP Loan to the Purchaser, by and through the Trustee, a defense that makes the loan unenforceable is asserted by a Borrower (Borrower, maker or endorser, if any) , of the FFELP Loan with respect to Borrower's his or her obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (ivd) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof7(b); or (ve) the instrument which obligation that Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller, acting by and through the Seller Trustee, shall be obligated to repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser or any assignee of the Purchaser hereunder by paying to the Purchaser or such assignee an amount equal to (a) the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan)Loan, plus (b) all interest accrued and applicable Special Allowance Payments with respect to unpaid on such FFELP Loan or purported FFELP Loan calculated from the applicable Loan Purchase Date to and including the date of repurchase, plus (c) all applicable Special Allowance Payments accrued and unpaid with respect to such FFELP Loan or purported FFELP Loan calculated from the applicable Loan Purchase Date to and including the date of repurchase, plus (d) any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or such other expenses incurred by repurchase amount as shall be set forth in the Purchaser and the Trustee in connection with such FFELP related Loan or purported FFELP LoanTransfer Addendum.

Repurchase Obligation. If: (i) any representation or warranty made or furnished by the Seller in or pursuant to this Loan Purchase Agreement shall prove to have been materially incorrect; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser Corporation by and through the Trustee; (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the PurchaserCorporation, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the PurchaserCorporation, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (v) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser Corporation or the Facility Agent by paying to the Purchaser Corporation (or Zions First National Bank, as Trustee under the Warehouse Loan Agreement, if required by the Facility Agent) the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price specified in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser Corporation and the Trustee whole in light of the purchase price originally paid by the Purchaser Corporation for such loan), plus interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser Corporation and the Trustee in connection with such FFELP Loan or purported FFELP Loan.

Repurchase Obligation. If: (ia) any representation or warranty made or furnished by the Seller Lender in or pursuant to this Agreement with respect to a FFELP Loan Purchase Agreement (including Section 3.01 hereof) shall prove to have been materially incorrect; (iib) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance Payments or Guarantee paymentsPayments) on account of any circumstance or event that occurred prior to the sale of the participation interest in such FFELP Loan to the Purchaser Participant or the sale of such FFELP Loan to the Participant by and through its eligible lender trustee or after such sale if such refusal is due to any action of the TrusteeLender; (iiic) on account of any circumstance or event that occurred prior to the sale of a participation interest in a FFELP Loan to the Purchaser, Participant or the sale a FFELP Loan to the Participant by and through its eligible lender trustee or after such sale if such refusal is due to any action of the TrusteeLender, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to a Borrower's obligation to pay all or any part of the FFELP Loan, and the PurchaserParticipant, in good faith, believes that the facts reported, if true, raise a reasonable doubt doubts as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (vd) the instrument which Seller the Lender purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller Lender shall repurchase the participation interest in such FFELP Loan or purported FFELP Loan upon the request of the Purchaser Participant by paying to the Purchaser Participant the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loanParticipant whole), plus interest and applicable Interest Subsidy Payments and Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' attorney fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee Participant in connection with such FFELP Loan or purported FFELP Loan, less the Lender's Retained Interest with respect to such FFELP Loan.

Repurchase Obligation. If: (i) any representation or warranty made or furnished by the Seller in or pursuant to this Loan Purchase Agreement shall prove to have been materially incorrect; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser Corporation by and through the Trustee; (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the PurchaserCorporation, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the PurchaserCorporation, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (v) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser Corporation or the Facility Agent by paying to the Purchaser Corporation (or the Trustee, if required by the Facility Agent) the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser Corporation and the Trustee whole in light of the purchase price originally paid by the Purchaser Corporation for such loan), plus interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser Corporation and the Trustee in connection with such FFELP Loan or purported FFELP Loan.

Repurchase Obligation. If(a) Following the purchase of a FFELP Loan hereunder, any of the following shall be deemed a "Defect" with respect to such FFELP Loan notwithstanding any review of the FFELP Loans by the Purchaser or its representative hereunder: (i) any representation or warranty made or furnished by the Seller in or the Seller Trustee pursuant to Section 3(a) of this Loan Sale Agreement was untrue or incorrect as of the date made in any material respect, including, without limitation, in any respect that materially and adversely affects the value of, or the interests of the Purchaser or the Purchaser Trustee in, the one or more of the related FFELP Loans purchased on the Loan Purchase Agreement shall prove to have been materially incorrectDate or on all Loan Purchase Dates, either individually or in the aggregate; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (Loan, including any claim for Interest Subsidy Payments, Special Allowance Payments, Insuranceinsurance, reinsurance or Guarantee payments) payments on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the TrusteePurchaser Trustee pursuant to this Loan Sale Agreement; (iii) on account of any circumstance wrongful or event negligent act or omission of the Seller, the originating lender or its or their servicing agents, that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the TrusteePurchaser pursuant to this Loan Sale Agreement, a defense customarily and commonly understood to be valid and not frivolous that could make the loan unenforceable is asserted by a Borrower (Borrower, maker or endorser, if any) , of the FFELP Loan with respect to Borrower's his or her obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan;; or (iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (v) the instrument which that Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan. (b) With respect to a FFELP Loan purchased or substituted hereunder having a Defect, the Seller shall: (i) cure such Defect or cause such Defect to be cured within a period of [___] days from the date the Seller discovers or receives notice from the Purchaser or its assignee of the existence of such Defect; then provided that, if the cure for a Defect includes an adjustment to the Purchase Price, the Purchaser and the Seller shall use their best efforts to agree to, and the applicable party shall pay, such adjustment within a period of [___] days from the first date of discovery by the Seller or receipt of notice of the existence of such Defect; or (ii) in the event such Defect is not cured or, cannot be cured within the period specified in Section 7(b)(i) hereof, within a period of [___] days from the earlier of the date the Seller discovers or receives notice from the Purchaser of such Defect, repurchase such the related FFELP Loan or purported FFELP Loan upon the request of from the Purchaser by paying at a price equal to (1) the Purchaser the then outstanding unpaid principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan), plus interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including at the date of repurchase, plus (2) any accrued and unpaid interest at the rate of interest borne by such FFELP Loan to the date of the repurchase, plus (3) any premium paid by the Purchaser for the outstanding balance of such FFELP Loan, plus (4) any amounts owed to the Secretary of Education by the Purchaser with respect to the repurchased such FFELP Loan arising as a result of the action or purported FFELP Loaninaction of the Seller, plus (5) any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Purchaser Trustee in connection with such FFELP Loan, minus (6) any accrued Consolidation Loan Rebate Amount from the beginning of the calendar month of repurchase to and including the date of repurchase. The repurchase proceeds for a FFELP Loan repurchased pursuant to this Section 7 shall be remitted by the Seller on the date of repurchase as instructed by the Purchaser; or (iii) at Seller's option, in its sole discretion, in the event such Defect is not cured or, cannot be cured within the period specified in Section 7(b)(i) hereof, substitute a Qualified Substitute Student Loan pursuant to Section 7(c) hereof for the FFELP Loan to which the Defect relates within the time period required in this Loan Sale Agreement for repurchase of such FFELP Loan. (c) In lieu of repurchasing any FFELP Loan pursuant to Section 7(b)(ii) hereof, the Seller may, at its option, substitute a Qualified Substitute Student Loan for such FFELP Loan (the "Deleted Loan") in the manner described below. Such substitution shall be effected by the Seller delivering a Xxxx of Sale substantially in the form of Exhibit D hereto and such other documents as are required in connection with the purchase of a FFELP Loan hereunder to the Purchaser or its designee. Upon such substitution, (i) the Qualified Substitute Student Loan shall be subject to this Loan Sale Agreement in all respects; (ii) with respect to the Qualified Substitute Student Loan the Seller and the Seller Trustee shall deliver to the Purchaser and the Purchaser Trustee a completed and executed Blanket Endorsement and Xxxx of Sale, each dated as of the date of substitution; and (iii) the Seller shall be deemed to have made each of the representations and warranties included in Section 3(a) hereof with respect to such Qualified Substitute Student Loan as of the date of substitution. On the date of substitution, the Seller shall pay to the Purchaser an amount equal to (A) the excess, if any, between the then outstanding principal balance of the Deleted Loan and the Qualified Substitute Student Loan and any premium paid by the Purchaser on such excess, plus (B) accrued and unpaid interest on the Deleted Loan minus accrued and unpaid interest on the Qualified Substitute Student Loan that is transferred to the Purchaser, plus (C) any amounts owed to the Secretary of Education by the Purchaser with respect to the Deleted Loan arising as a result of the action or inaction of the Seller, plus (D) any amounts due to the Purchaser attributable to any difference in amount of the Consolidation Loan Rebate Amount accrued and unpaid from the beginning of the calendar month of substitution to and including the date of substitution as between the Deleted Loan and the Qualified Substitute Student Loan. Upon compliance by the Seller with all of the terms of this Section 7 with respect to an Qualified Substitute Student Loan, the Purchaser shall promptly thereafter effect or cause to be effected the reconveyance to the Seller of the Deleted Loan, without recourse. (d) Upon repurchase by the Seller of a FFELP Loan or the substitution of a Qualified Substitute Student Loan for a Deleted Loan in compliance with all of the terms of this Section 7, (i) the Purchaser and the Purchaser Trustee agree to and do hereby sell, transfer, assign, and otherwise convey to the Seller and the Seller Trustee, without recourse, all right, title and interest of the Purchaser and the Purchaser Trustee in and to such FFELP Loan or Deleted Loan, as applicable, (ii) the Purchaser and the Purchaser Trustee each as to itself represents and warrants that it (A) is conveying its respective rights, titles, and interests in and to such FFELP Loan or Deleted Loan, as applicable subject to no encumbrances imposed or suffered by it and (B) it has full power and authority to so convey such rights, titles, and interests, and (iii) the Seller and the Seller Trustee do hereby accept such sale, transfer, assignment and conveyance. (e) Upon repurchase by the Seller of a FFELP Loan or the substitution of a Qualified Substitute Student Loan for a Deleted Loan hereunder, the Purchaser or the Purchaser's Trustee if so directed by the Purchaser: (1) shall remit to the Seller (or as directed by the Seller) all interest payments (including Interest Subsidy Payments and Special Allowance Payments) with respect to the applicable FFELP Loan or Deleted Loan collected by the Purchaser on or after the related Loan Purchase Date, (2) shall return to the Seller (or as otherwise directed by the Seller) all documents related to the applicable FFELP Loan or Deleted Loan, including all documents delivered by Seller to Purchaser in accordance with this Loan Sale Agreement, (3) shall transmit to the Seller (or as otherwise directed by the Seller) any written communication (including letters, notices or death or disability, adjudication of bankruptcy and similar documents and forms requesting deferment of repayment or loan cancellations) received by the Purchaser or the Purchaser Trustee after the applicable Loan Purchase Date with respect to the FFELP Loan, the Deleted Loan or the related Borrower, and (4) shall execute any documents, instruments, or assignments necessary to effect the transfer and assignment of all of the Purchaser Trustee's and Purchaser's right, title and interest in and to the FFELP Loans (or purported FFELP Loan) or Deleted Loan (including any right to accrued interest thereon and any Special Allowance Payments and Interest Subsidy Payments) to the Seller (or the Seller Trustee on its behalf) and shall release or terminate any liens in effect with respect to any such FFELP Loan (or purported FFELP Loans) or the Deleted Loan. (f) The sole remedy of the Purchaser and the Purchaser Trustee with respect to the occurrence of a Defect, and the agreement contained in this Section, shall be to require the Seller acting through the Seller Trustee to repurchase the related FFELP Loan or substitute a Qualified Substitute Student Loan for the Deleted Loan as provided pursuant to this Section.

Repurchase Obligation. If: (i) any representation or warranty made or furnished by the Seller in or pursuant to this Loan Purchase Agreement (including Section 3(a) hereof) shall prove to have been materially incorrect; (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the TrusteePurchaser; (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's ’s obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; (iv) a Guarantor refuses to honor all or part of a claim filed with respect to a Guaranteed Loan on account of any circumstance or event that occurred prior to the sale of such Student Loan to the Purchaser; (v) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or (vvi) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser by paying to the Purchaser the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price specified in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan), plus interest on the purchase price with respect to such Student Loan or purported Student Loan from the Loan Purchase Date to and including the date of repurchase at a rate equal to the LIBOR Rate (as defined in the Financing Agreement) plus 0.45%, plus any attorneys’ fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser in connection with such Student Loan or purported Student Loan, less any income received by the Purchaser with respect to such Student Loan from the Loan Purchase Date to and including the date of repurchase, plus interest (including Interest Subsidy Payments) and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' ’ fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee in connection with such FFELP Loan or purported FFELP Loan.