Common use of Repurchase upon Breach; Reimbursement Clause in Contracts

Repurchase upon Breach; Reimbursement. The Seller, any Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to Section 3.01 or Section 6.01. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee or receipt by the Eligible Lender Trustee of written notice from the Seller or any Servicer of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes or the holders of Certificates are materially and adversely affected by any such breach as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee in accordance with the Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.04, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes or the holders of Certificates with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The Seller, any Servicer or the Depositor Eligible Lender Trustee, the Securities Insurer or the Purchaser, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee Agreement, promptly, in writing, with a copy to each of the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Swap Counterparty and the Securities Insurer, upon the discovery of any breach of the Seller's representations and representations, warranties or covenants made pursuant to Section 3.01 or Section 6.014.01. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee Seller or receipt by the Eligible Lender Trustee Seller of written notice from the Seller Depositor Eligible Lender Trustee, the Securities Insurer or any Servicer the Purchaser of such breach, the Seller shall be obligated to repurchase any KBUSA Financed Student Loan in which the interests of the holders of Notes or Eligible Lender Trustee, the Issuer, the holders of Certificates Notes, the Swap Counterparty or, in respect of the KBUSA Group II Student Loans only, the Securities Insurer (but only with respect to KBUSA Group II Student Loans), are materially and adversely affected affected, as determined by any such breach (i) in respect of the KBUSA Group I Student Loans, the Administrator and (ii) in respect of the KBUSA Group II Student Loans, the Administrator or the Securities Insurer, or, if a Securities Insurer Default has occurred and is continuing, the Administrator, as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such each KBUSA Financed Student Loan that is a KBUSA Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the KBUSA Financed Student Loan, the Seller shall remit the Purchase Amount, in Amount to the manner specified in Section 5.04Depositor Eligible Lender Trustee on behalf of the Purchaser, and the Issuer Depositor Eligible Lender Trustee shall execute such assignments and other documents reasonably requested by the Seller in order to effect such transfer. Upon any such transfer of a KBUSA Financed Student Loan, legal title to, and beneficial ownership and control of, the related KBUSA Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a KBUSA Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller shall reimburse the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser by remitting to the Depositor Eligible Lender Trustee an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.04Payments. Subject to the provisions of Section 6.034.03 hereof, and Section 3.04(b) of the Insurance Agreement, the sole remedy of the Issuer, the Depositor Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Trustee or the holders of Certificates Purchaser with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase KBUSA Financed Student Loans or to reimburse the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The Seller, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to Section 3.01 or Section 6.01. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee or receipt by the Eligible Lender Trustee of written notice from the Seller or any the Master Servicer of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes or the holders of Certificates are materially and adversely affected by any such breach as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such each Financed Student Loan that is a Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.04, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes or the holders of Certificates with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The Seller, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement Agreement, the Securities Insurer, the Swap Counterparty, and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's ’s representations and warranties made pursuant to Section 3.01 or Section 6.01. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee or receipt by the Eligible Lender Trustee of written notice from the Seller Seller, the Securities Insurer or any the Master Servicer of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes Notes, the Swap Counterparty or the holders of Certificates Securities Insurer are materially and adversely affected (in each case unless a Securities Insurer Default has occurred and is continuing) as determined by the Securities Insurer, by any such breach as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's ’s obligation to guarantee payment of such each Financed Student Loan that is a Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.04, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.04. Subject to the provisions of Section 6.036.03 hereof, and Section 3.04(b) of the Insurance Agreement, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes or Notes, the holders of Certificates Securities Insurer and Swap Counterparty with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The SellerTransferor, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to Section 3.01 or Section 6.013.1. Unless any such breach shall have been cured within 60 90 days following the discovery thereof by the Eligible Lender Trustee Transferor or receipt by the Eligible Lender Trustee Transferor of written notice from the Seller Eligible Lender Trustee or any the Master Servicer of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes Noteholders or the holders of Certificates Certificateholders are materially and adversely affected by any such breach shall be retransferred, reassigned, resetover and otherwise reconveyed to the Transferor (a "repurchase") as of the first day succeeding the end of such 6090-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not adversely affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee in accordance with the Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller Transferor shall remit the Purchase Amount, in the manner specified in Section 5.045.4, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller Transferor in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the SellerTransferor. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a the applicable portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Student Loan, then, unless such breach, if curable, is cured within 60 days90 days following the discovery thereof by the Transferor or receipt by the Transferor of written notice from the Eligible Lender Trustee, the Seller shall Transferor shall, at its option, either repurchase such Financed Student Loan at the applicable Purchase Amount or reimburse the Issuer by remitting an amount equal to the sum of all amounts that would have been payable if not for such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments breach in the manner specified in Section 5.045.4 not later than the last day of the Collection Period in which such 90th day occurs. Subject to the provisions of Section 6.03, the The sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Noteholders or the holders of Certificates Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 3.1 and the agreement contained in this Section 3.2 shall be to require the Seller Transferor to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this SectionSection 3.2, subject to the conditions contained herein. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 3.2.

Repurchase upon Breach; Reimbursement. The SellerTransferor, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties of the Transferor made pursuant to Section 3.01 or Section 6.01Sections 3.1 and 6.1 hereof. Unless any such breach shall have been cured within 60 120 days following the discovery thereof by the Eligible Lender Trustee Transferor or receipt by the Eligible Lender Trustee Transferor of written notice from the Seller Eligible Lender Trustee or any the Master Servicer of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes Noteholders or the holders of Certificates Certificateholders are materially and adversely affected by any such breach shall be retransferred, reassigned, resetover and otherwise reconveyed to the Transferor (a "repurchase") as of the first day succeeding the end of such 60120-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does has not affect any Guarantor's obligation resulted in the failure of a Guarantee Agency to guarantee payment make a Guarantee Payment or the Department of such Financed Student Loan HHS to make an Insurance Payment to the Eligible Lender Trustee in accordance with the Guarantee Agreements will not be considered to have a material adverse effect for this purpose; and provided further, however, that in the case of any representation or warranty the breach of which may be cured by reinstatement of the Guarantor's obligation to guarantee payment or the Department of HHS's obligation to insure payment, such cure period shall be 360 days (instead of 120 days), in each case following the earlier of the date on which such breach is discovered by the Transferor and the date of the Servicer's receipt of the Guarantor or Department of HHS reject transmittal form with respect to such Financed Student Loan. Notwithstanding the foregoing, if as of the last day of any Collection Period the aggregate principal amount of Financed Student Loans with respect to which claims have been filed with and rejected by a Guarantor or the Department of HHS as a result of a breach of a representation or warranty of the Transferor in Sections 3.1 or Section 6.1 hereof or a breach of the obligations of the Master Servicer under Sections 4.1 through 4.4 hereof or with respect to which the Master Servicer determines that claims cannot be filed pursuant to the Higher Education Act or the HEAL Act, as the case may be, as a result of such a breach exceeds the lesser of $250,000 or 0.25% of the Pool Balance as of such date, the Transferor shall repurchase within 120 days of a written request by the Eligible Lender Trustee or the Indenture Trustee, affected Financed Student Loans in an aggregate principal amount such that after such repurchases (or purchases by the Master Servicer pursuant to Section 4.5 hereof) the aggregate principal amount of affected Financed Student Loans is equal to or less than the lesser of $250,000 or 0.25% of the Pool Balance. The Financed Student Loans to be repurchased by the Transferor pursuant to the preceding sentence (or by the Master Servicer pursuant to Section 4.5 hereof) will be based on the date of claim rejection, with the Financed Student Loans with the earliest such dates to be repurchased or purchased first. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller Transferor shall remit the Purchase Amount, in the manner specified in Section 5.045.4, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller Transferor in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File and, if applicable, the related Additional Financed HEAL Loan File will thereafter belong to the SellerTransferor. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in (i) the refusal by the Department of HHS to insure the applicable portion of the accrued interest with respect to any Financed HEAL Loan, or (ii) the refusal by a Federal Guarantor to guarantee all or a the applicable portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the DepartmentDepartment of Education) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal FFELP Loan, then, unless such breach, if curable, is cured within 60 days120 days following the discovery thereof by the Transferor or receipt by the Transferor of written notice from the Eligible Lender Trustee, the Seller shall Transferor shall, at its option, either (y) repurchase such Financed Student Loan (but only if an actual failure to pay any such amount to the Eligible Lender Trustee occurs or the Eligible Lender is required to repay such an amount which has been previously paid) at the applicable Purchase Amount, including, by transferring to the Eligible Lender Trustee a Subsequent Financed Student Loan pursuant to Section 2.3(b) hereof in lieu of depositing into the Collection Account all or a portion of the Purchase Amount (equal to the Subsequent Financing Purchase Price of such Subsequent Financed Student Loan as of the Subsequent Finance Date) or (z) reimburse the Issuer by remitting an amount equal to the sum of all amounts that would have been payable if not for such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments breach in the manner specified in Section 5.04. Subject 5.4 not later than the last day of the Collection Period in which such 120th day occurs (or, to the provisions extent that all or a portion of Section 6.03such amount is not otherwise due and payable as of such date, that portion shall be remitted to the Collection Account on the last day of the Collection Period during which such amount would otherwise be due and payable). The sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Noteholders or the holders of Certificates Certificateholders with respect to a breach of the representations and warranties of the Transferor pursuant to Section 3.01 Sections 3.1 and 6.1 hereof and the agreement contained in this Section 3.2 shall be to require the Seller Transferor to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this SectionSection 3.2, subject to the conditions contained herein. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 3.2.

Repurchase upon Breach; Reimbursement. The SellerDepositor, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and representations, warranties or covenants made pursuant to Section 3.01 or Section 6.016.02. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee or receipt by the Eligible Lender Trustee of written notice from the Seller Depositor or any the Master Servicer of such breach, the Seller Depositor shall be obligated to repurchase (or shall cause KBUSA to repurchase) any such Financed Student Loan in which the interests of the holders Holders of related group of Notes in the Group I Student Loans or the holders of Certificates Group II Student Loans, as applicable, are materially and adversely affected by any such breach (as determined by the Master Servicer), as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's ’s obligation to guarantee payment of such each Financed Student Loan that is a Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have in determining whether there has been a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the any Financed Student Loan, the Seller Depositor (or KBUSA on its behalf) shall remit the Purchase Amount, in the manner specified in Section 5.04, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller Depositor (or KBUSA on its behalf) in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the SellerDepositor (or KBUSA as its designee). In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller Depositor (or KBUSA on its behalf) shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments (with respect to the Group I Student Loans) in the manner specified in Section 5.04. Subject to the provisions of Section 6.036.03 hereof, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, Trustee and the holders Holders of related group of Notes or the holders of Certificates with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller Depositor (or KBUSA on its behalf) to repurchase such Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The Upon discovery by the Seller, the Master Servicer, any Servicer or Servicer, any Subservicer, the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and Trustee or the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made by the Seller pursuant to Section 3.01 or Section 6.014.01, the party discovering the breach shall give prompt written notice to the others. Unless any such breach shall have been cured within 60 120 days following after the discovery thereof by the Eligible Lender Trustee Seller becomes aware or receipt by the Eligible Lender Trustee of receives written notice from the Seller or any Servicer (whichever is earlier) of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes Noteholders or the holders of Certificates Certificateholders are materially and adversely affected by any 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; provided that provided, that, it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee in accordance with the Guarantee Agreements will not be considered to have a material adverse effect for this purposepurpose and it is further understood that any dispute as to whether a Guarantor's obligation has been so affected will be resolved by the decision of the Indenture Trustee for so long as Notes are Outstanding and thereafter by the Eligible Lender Trustee. In consideration of and simultaneously with the repurchase of the a Financed Student Loan, the Seller shall remit the Purchase AmountAmount therefor, in the manner specified in Section 5.043.03, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 120 days, the Seller shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.043.03. Subject to the provisions of Section 6.034.03, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Noteholders or the holders of Certificates Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 3.01, and the agreement contained in this Section Section, shall be to require the Seller to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The Upon discovery ------------------------------------- by the Seller, the Master Servicer, any Servicer or Servicer, any Subservicer, the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and Trustee or the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made by the Seller pursuant to Section 3.01 or Section 6.014.01, the party discovering the breach shall give prompt written notice to the others. Unless any such breach shall have been cured within 60 120 days following after the discovery thereof by the Eligible Lender Trustee Seller becomes aware or receipt by the Eligible Lender Trustee of receives written notice from the Seller or any Servicer (whichever is earlier) of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes Noteholders or the holders of Certificates Certificateholders are materially and adversely affected by any 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; provided that provided, that, it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee in accordance with the Guarantee Agreements will not be considered to have a material adverse effect for this purposepurpose and it is further understood that any dispute as to whether a Guarantor's obligation has been so affected will be resolved by the decision of the Indenture Trustee for so long as Notes are Outstanding and thereafter by the Eligible Lender Trustee. In consideration of and simultaneously with the repurchase of the a Financed Student Loan, the Seller shall remit the Purchase AmountAmount therefor, in the manner specified in Section 5.043.03, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 120 days, the Seller shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.043.03. Subject to the provisions of Section 6.034.03, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Noteholders or the holders of Certificates Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 3.01, and the agreement contained in this Section Section, shall be to require the Seller to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The SellerTransferor, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to Section 3.01 or Section 6.013.1. Unless any such breach shall have been cured within 60 90 days following the discovery thereof by the Eligible Lender Trustee Transferor or receipt by the Eligible Lender Trustee Transferor of written notice from the Seller Eligible Lender Trustee or any the Master Servicer of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes Noteholders or the holders of Certificates Certificateholders are materially and adversely affected by any such breach shall be retransferred, reassigned, resetover and otherwise reconveyed to the Transferor (a "repurchase") as of the first day succeeding the end of such 6090-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not adversely affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee in accordance with the Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller Transferor shall remit the Purchase Amount, in the manner specified in Section 5.045.4, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller Transferor in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the SellerTransferor. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a the applicable portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Student Loan, then, unless such breach, if curable, is cured within 60 days, 90 days following the Seller shall reimburse discovery thereof by the Issuer Transferor or receipt by remitting an amount equal to the sum Transferor of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, written notice from the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes or the holders of Certificates with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.Lender

Repurchase upon Breach; Reimbursement. The Seller, any Servicer Seller or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to Section 3.01 or Section 6.014.01. Unless any such breach shall have been cured within 60 120 days following the discovery thereof by the Eligible Lender Trustee or receipt by the Eligible Lender Trustee of written notice from the Seller or any Servicer of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes Noteholders or the holders of Certificates Certificateholders are materially and adversely affected by any such breach as of the first day succeeding the end of such 60120-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee in accordance with the Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.044.04 of the Master Servicing Agreement, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Student Loan, then, unless such breach, if curable, is cured within 60 120 days, the Seller shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.044.04 of the Master Servicing Agreement. Subject to the provisions of Section 6.034.03, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Noteholders or the holders of Certificates Certificateholders with respect to a breach of representations and warranties pursuant to set forth in Section 3.01 or 4.01 and the agreement contained in this Section shall be to require the Seller to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. (a) The SellerDepositor, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform notify the other parties to this the Transfer and Servicing Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties of the Depositor made pursuant to Section 3.01 Sections 3.1 and 7.1 hereof that has resulted in the failure of a Guarantee Agency (including for this purpose a guarantor under a Private Loan Program) to make a Guarantee Payment (or Section 6.01guarantee payment) or the Department of HHS to make an Insurance Payment to the Eligible Lender Trustee. Unless any such breach shall have been cured within 60 120 days following the discovery thereof by the Eligible Lender Trustee Depositor or receipt by the Eligible Lender Trustee Depositor of written notice from the Seller Eligible Lender Trustee or any the Master Servicer of such breach, the Seller shall be obligated to repurchase any applicable Financed Student Loan in which shall be retransferred, reassigned, resetover and otherwise reconveyed to the interests Eligible Lender Trustee on behalf of the holders of Notes or the holders of Certificates are materially and adversely affected by any such breach Depositor as of the first day succeeding the end of such 60120-day period that is the last day of a Collection Period; provided provided, however, that it is understood that in the case of any such representation or warranty the breach that does not affect any Guarantorof which may be cured by reinstatement of the Guarantee Agency's obligation to guarantee payment or the Department of HHS' obligation to insure payment, such cure period shall be 360 days (instead of 120 days), in each case following the earlier of the date on which such breach is discovered by the Depositor and the date of the Servicer's receipt of the Guarantee Agency, Department of HHS or Private Loan Program reject transmittal form with respect to such Financed Student Loan. Notwithstanding the foregoing, if as of the last day of any Collection Period the aggregate principal amount of Financed Student Loans with respect to which claims have been filed with and rejected by a Guarantee Agency (including for this purpose a guarantor under a Private Loan Program) or the Department of HHS as a result of a breach of a representation or warranty of the Depositor in Sections 3.1 or Section 7.1 hereof or a breach of the obligations of the Master Servicer under Sections 5.1 through 5.4 hereof or with respect to which the Master Servicer determines that claims cannot be filed pursuant to the Higher Education Act or the HEAL Act, as the case may be, as a result of such a breach exceeds the lesser of $250,000 or 0.25% of the Pool Balance as of such date, the Depositor shall repurchase within 120 days of a written request by the Eligible Lender Trustee or the Indenture Trustee, affected Financed Student Loans in accordance an aggregate principal amount such that after such repurchases (or purchases by the Master Servicer pursuant to Section 5.5 hereof) the aggregate principal amount of affected Financed Student Loans is equal to or less than the lesser of $250,000 or 0.25% of the Pool Balance. The Financed Student Loans to be repurchased by the Depositor pursuant to the preceding sentence (or by the Master Servicer pursuant to Section 5.5 hereof) will be based on the date of claim rejection, with the Guarantee Agreements will not Financed Student Loans with the earliest such dates to be considered to have a material adverse effect for this purposerepurchased or purchased first. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller Depositor shall remit the Purchase Amount, Amount in the manner specified in Section 5.046.4, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller Transferor in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion Eligible Lender Trustee on behalf of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes or the holders of Certificates with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained hereinDepositor.

Repurchase upon Breach; Reimbursement. The SellerDepositor, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement Agreement, the Securities Insurer, the Swap Counterparty, and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and representations, warranties or covenants made pursuant to Section 3.01 or Section 6.01. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee or receipt by the Eligible Lender Trustee of written notice from the Seller Depositor, the Securities Insurer or any the Master Servicer of such breach, (x) the Seller Depositor, with respect to any Financed Student Loan that is a KBUSA Student Loan, shall be obligated to repurchase (or shall cause KBUSA to repurchase) or (y) the Master Servicer, with respect to any Financed Student Loan that is a QSPE Student Loan, shall be obligated to repurchase any such Financed Student Loan in which the interests of the holders of Notes related group of Notes, the Swap Counterparty or the holders of Certificates Securities Insurer (but only with respect to Group II Student Loans) are materially and adversely affected by any such breach (as determined by the Securities Insurer with respect to Group II Student Loans (unless a Securities Insurer Default has occurred and is continuing)), as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such each Financed Student Loan that is a Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller Depositor (or KBUSA on its behalf) or the Master Servicer, as applicable, shall remit the Purchase Amount, in the manner specified in Section 5.04, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller Depositor (or KBUSA on its behalf) or the Master Servicer, as applicable, in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the SellerDepositor (or KBUSA as its designee) or the Master Servicer, as the case may be. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller Depositor (or KBUSA on its behalf) or the Master Servicer, as applicable, shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments (with respect to the Group I Student Loans) in the manner specified in Section 5.04. Subject to the provisions of Section 6.036.03 hereof, and Section 3.04(b) of the Insurance Agreement, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes or related group of Notes, the holders of Certificates Securities Insurer (with respect to the Group II Student Loans only) and Swap Counterparty with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller Depositor (or KBUSA on its behalf) or the Master Servicer, as applicable, to repurchase such Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The SellerDepositor, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement Agreement, the Securities Insurer, the Swap Counterparty, and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and representations, warranties or covenants made pursuant to Section 3.01 or Section 6.016.02. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee or receipt by the Eligible Lender Trustee of written notice from the Seller Depositor, the Securities Insurer or any the Master Servicer of such breach, the Seller Depositor shall be obligated to repurchase (or shall cause KBUSA to repurchase) any such Financed Student Loan in which the interests of the holders of Notes related group of Notes, the Swap Counterparty (but only with respect to the Group I Student Loans) or the holders of Certificates Securities Insurer (but only with respect to Group II Student Loans) in the Group I Student Loans or Group II Student Loans, as applicable, are materially and adversely affected by any such breach (as determined by the Master Servicer with respect to the Group I Loans and the Securities Insurer with respect to Group II Student Loans (unless a Securities Insurer Default has occurred and is continuing, then in such case the Master Servicer)), as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's ’s obligation to guarantee payment of such each Financed Student Loan that is a Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have in determining whether there has been a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the any Financed Student Loan, the Seller Depositor (or KBUSA on its behalf) shall remit the Purchase Amount, in the manner specified in Section 5.04, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller Depositor (or KBUSA on its behalf) in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the SellerDepositor (or KBUSA as its designee). In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller Depositor (or KBUSA on its behalf) shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments (with respect to the Group I Student Loans) in the manner specified in Section 5.04. Subject to the provisions of Section 6.036.03 hereof, and Section 3.04(b) of the Insurance Agreement, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes or related group of Notes, the holders of Certificates Securities Insurer (with respect to the Group II Student Loans only) and Swap Counterparty (with respect to the Group I Student Loans only) with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller Depositor (or KBUSA on its behalf) to repurchase such Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The SellerTransferor, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties of the Transferor made pursuant to Section 3.01 or Section 6.01Sections 3.1 and 6.1 hereof. Unless any such breach shall have been cured within 60 120 days following the discovery thereof by the Eligible Lender Trustee Transferor or receipt by the Eligible Lender Trustee Transferor of written notice from the Seller Eligible Lender Trustee or any the Master Servicer of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes Noteholders or the holders of Certificates Certificateholders are materially and adversely affected by any such breach shall be retransferred, reassigned, resetover and otherwise reconveyed to the Transferor (a "repurchase") as of the first day succeeding the end of such 60120-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not adversely affect any Guarantor's obligation to guarantee payment of such Financed Student FFELP Loan or the Department of HHS's obligation to insure payment of any Financed HEAL Loan to the Eligible Lender Trustee in accordance with the Guarantee Agreements will not be considered to have a material adverse effect for this purpose; and provided further, however, that in the case of any representation or warranty the breach of which may be cured by reinstatement of the Guarantor's obligation to guarantee payment or the Department of HHS's obligation to insure payment, such cure period shall be 360 days (instead of 120 days), in each case following the earlier of the date on which such breach is discovered by the Transferor and the date of the Servicer's receipt of the Guarantor or Department of HHS reject transmittal form with respect to such Financed Student Loan. Notwithstanding the foregoing, if as of the last day of any Collection Period the aggregate principal amount of Financed Student Loans with respect to which claims have been filed with and rejected by a Guarantor or the Department of HHS as a result of a breach of a representation or warranty of the Transferor in Sections 3.1 or Section 6.1 hereof or with respect to which the Master Servicer determines that claims cannot be filed pursuant to the Higher Education Act or the HEAL Act, as the case may be, as a result of such a breach exceeds the lesser of $250,000 or 1/4% of the Pool Balance as of such date, the Transferor shall repurchase within 120 days of a written request by the Eligible Lender Trustee or the Indenture Trustee, affected Financed Student Loans in an aggregate principal amount such that after such repurchases the aggregate principal amount of affected Financed Student Loans is equal to or less than the lesser of $250,000 or 1/4% of the Pool Balance. The Financed Student Loans to be repurchased by the Transferor pursuant to the preceding sentence will be based on the date of claim rejection, with the Financed Student Loans with the earliest such dates to be repurchased first. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller Transferor shall remit the Purchase Amount, in the manner specified in Section 5.045.4, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller Transferor in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File and, if applicable, the related Additional Financed HEAL Loan File will thereafter belong to the SellerTransferor. The Transferor shall have the right, at its option, to assign to the Master Servicer, and the Master Servicer hereby agrees to assume, the obligation of the Transferor to repurchase loans under this Section 3.2 to the extent such repurchase obligation arose as a result of the breach of the last sentence of Section 3.1(i). In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in (i) the refusal by the Department of HHS to insure the applicable portion of the accrued interest with respect to any Financed HEAL Loan, or (ii) the refusal by a Federal Guarantor to guarantee all or a the applicable portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the DepartmentDepartment of Education) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal FFELP Loan, then, unless such breach, if curable, is cured within 60 days120 days following the discovery thereof by the Transferor or receipt by the Transferor of written notice from the Eligible Lender Trustee, the Seller shall Transferor shall, at its option, either repurchase such Financed Student Loan at the applicable Purchase Amount or reimburse the Issuer by remitting an amount equal to the sum of all amounts that would have been payable if not for such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments breach in the manner specified in Section 5.04. Subject 5.4 not later than the last day of the Collection Period in which such 120th day occurs (or, to the provisions extent that all or a portion of such amount is not otherwise due and payable as of such date, that portion shall be remitted to the Collection Account on the last day of the Collection Period during which such amount would otherwise be due and payable). The Transferor shall have the right, at its option, to assign to the Master Servicer, and the Master Servicer hereby agrees to assume, the obligation of the Transferor to reimburse amounts under this paragraph to the extent such reimbursement obligation arose as a result of the breach of the last sentence of Section 6.03, the 3.1(i). The sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Noteholders or the holders of Certificates Certificateholders with respect to a breach of the representations and warranties of the Transferor pursuant to Section 3.01 Sections 3.1 and 6.1 hereof and the agreement contained in this Section 3.2 shall be to require the Seller Transferor to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this SectionSection 3.2, subject to the conditions contained herein. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 3.2.

Repurchase upon Breach; Reimbursement. The Seller, any Servicer or the Depositor Eligible Lender Trustee, the Securities Insurer or the Purchaser, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee Agreement, promptly, in writing, with a copy to each of the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Swap Counterparty and the Securities Insurer, upon the discovery of any breach of the Seller's representations and representations, warranties or covenants made pursuant to Section 3.01 or Section 6.014.01. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee Seller or receipt by the Eligible Lender Trustee Seller of written notice from the Seller Depositor Eligible Lender Trustee, the Securities Insurer or any Servicer the Purchaser of such breach, the Seller shall be obligated to repurchase any KBUSA Financed Student Loan in which the interests of the holders of Notes or Eligible Lender Trustee, the Issuer, the holders of Certificates Notes, the Swap Counterparty or, in respect of the KBUSA Group II Student Loans only, the Securities Insurer, are materially and adversely affected affected, as determined by any such breach (i) in respect of the KBUSA Group I Student Loans, the Administrator and (ii) in respect of the KBUSA Group II Student Loans, the Securities Insurer, or, if a Securities Insurer Default has occurred and is continuing, the Administrator, as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such each KBUSA Financed Student Loan that is a KBUSA Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the KBUSA Financed Student Loan, the Seller shall remit the Purchase Amount, in Amount to the manner specified in Section 5.04Depositor Eligible Lender Trustee on behalf of the Purchaser, and the Issuer Depositor Eligible Lender Trustee shall execute such assignments and other documents reasonably requested by the Seller in order to effect such transfer. Upon any such transfer of a KBUSA Financed Student Loan, legal title to, and beneficial ownership and control of, the related KBUSA Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a KBUSA Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller shall reimburse the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser by remitting to the Depositor Eligible Lender Trustee an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.04Payments. Subject to the provisions of Section 6.034.03 hereof, and Section [3.04(b)] of the Insurance Agreement, the sole remedy of the Issuer, the Depositor Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Trustee or the holders of Certificates Purchaser with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase KBUSA Financed Student Loans or to reimburse the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The Seller, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement Agreement, the Securities Insurer, the Swap Counterparty, and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and ’s representations, warranties or covenants made pursuant to Section 3.01 or Section 6.01. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee or receipt by the Eligible Lender Trustee of written notice from the Seller Seller, the Securities Insurer or any the Master Servicer of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes Notes, the Swap Counterparty or the holders of Certificates Securities Insurer are materially and adversely affected (in each case unless a Securities Insurer Default has occurred and is continuing) as determined by the Securities Insurer, by any such breach as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's ’s obligation to guarantee payment of such each Financed Student Loan that is a Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.04, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.04. Subject to the provisions of Section 6.036.03 hereof, and Section 3.04(b) of the Insurance Agreement, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes or Notes, the holders of Certificates Securities Insurer and Swap Counterparty with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The SellerDepositor, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement Agreement, the Securities Insurer, the Swap Counterparty, and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and representations, warranties or covenants made pursuant to Section 3.01 or Section 6.016.02. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee or receipt by the Eligible Lender Trustee of written notice from the Seller Depositor, the Securities Insurer or any the Master Servicer of such breach, the Seller Depositor shall be obligated to repurchase (or shall cause KBUSA to repurchase) any such Financed Student Loan in which the interests of the holders of Notes related group of Notes, the Swap Counterparty (but only with respect to the Group I Student Loans) or the holders of Certificates Securities Insurer (but only with respect to Group II Student Loans) in the Group I Student Loans or Group II Student Loans, as applicable, are materially and adversely affected by any such breach (as determined by the Master Servicer with respect to the Group I Loans and the Securities Insurer with respect to Group II Student Loans (unless a Securities Insurer Default has occurred and is continuing, then in such case the Master Servicer)), as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such each Financed Student Loan that is a Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have in determining whether there has been a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the any Financed Student Loan, the Seller Depositor (or KBUSA on its behalf) shall remit the Purchase Amount, in the manner specified in Section 5.04, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller Depositor (or KBUSA on its behalf) in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the SellerDepositor (or KBUSA as its designee). In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller Depositor (or KBUSA on its behalf) shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments (with respect to the Group I Student Loans) in the manner specified in Section 5.04. Subject to the provisions of Section 6.036.03 hereof, and Section 3.04(b) of the Insurance Agreement, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes or related group of Notes, the holders of Certificates Securities Insurer (with respect to the Group II Student Loans only) and Swap Counterparty (with respect to the Group I Student Loans only) with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller Depositor (or KBUSA on its behalf) to repurchase such Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The Seller, any Servicer the Depositor Eligible Lender Trustee or the Eligible Lender TrusteePurchaser, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee Agreement, promptly, in writing, with a copy to each of the Issuer, the Master Servicer, the Eligible Lender Trustee and the Indenture Trustee, upon the discovery of any breach of the Seller's representations and ’s representations, warranties or covenants made pursuant to Section 3.01 or Section 6.014.01. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee Seller or receipt by the Eligible Lender Trustee Seller of written notice from the Seller Depositor Eligible Lender Trustee or any Servicer the Purchaser of such breach, the Seller shall be obligated to repurchase any KBUSA Financed Student Loan in which the interests of the holders of Notes Eligible Lender Trustee, the Issuer or the holders of Certificates Notes are materially and adversely affected affected, as determined by any such breach the Administrator as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's ’s obligation to guarantee payment of such each KBUSA Financed Student Loan that is a KBUSA Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have in determining whether there has been a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the KBUSA Financed Student Loan, the Seller shall remit the Purchase Amount, in Amount to the manner specified in Section 5.04Depositor Eligible Lender Trustee on behalf of the Purchaser, and the Issuer Depositor Eligible Lender Trustee shall execute such assignments and other documents reasonably requested by the Seller in order to effect such transfer. Upon any such transfer of a KBUSA Financed Student Loan, legal title to, and beneficial ownership and control of, the related KBUSA Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a KBUSA Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller shall reimburse the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser by remitting to the Depositor Eligible Lender Trustee an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.04Payments. Subject to the provisions of Section 6.034.03 hereof, the sole remedy of the Issuer, the Depositor Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Trustee or the holders of Certificates Purchaser with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase KBUSA Financed Student Loans or to reimburse the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The SellerTransferor, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties of the Transferor made pursuant to Section 3.01 or Section 6.01Sections 3.1 and 6.1 hereof. Unless any such breach shall have been cured within 60 120 days following the discovery thereof by the Eligible Lender Trustee Transferor or receipt by the Eligible Lender Trustee Transferor of written notice from the Seller Eligible Lender Trustee or any the Master Servicer of such breach, the Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes Noteholders or the holders of Certificates Certificateholders are materially and adversely affected by any such breach shall be retransferred, reassigned, resetover and otherwise reconveyed to the Transferor (a "repurchase") as of the first day succeeding the end of such 60120-day period that is the last day of a Collection Period; provided that it is understood that any such breach (other than a breach of Section 3.1(vii)) that does has not affect any Guarantor's obligation resulted in the failure of a Guarantee Agency to guarantee payment make a Guarantee Payment or the Department of such Financed Student Loan HHS to make an Insurance Payment to the Eligible Lender Trustee in accordance with the Guarantee Agreements will not be considered to have a material adverse effect for this purpose; and provided further, however, that in the case of any representation or warranty the breach of which may be cured by reinstatement of the Guarantor's obligation to guarantee payment or the Department of HHS's obligation to insure payment, such cure period shall be 360 days (instead of 120 days), in each case following the earlier of the date on which such breach is discovered by the Transferor and the date of the Servicer's receipt of the Guarantor or Department of HHS reject transmittal form with respect to such Financed Student Loan. Notwithstanding the foregoing, if as of the last day of any Collection Period the aggregate principal amount of Financed Student Loans with respect to which claims have been filed with and rejected by a Guarantor or the Department of HHS as a result of a breach of a representation or warranty of the Transferor in Sections 3.1 or Section 6.1 hereof or a breach of the obligations of the Master Servicer under Sections 4.1 through 4.4 hereof or with respect to which the Master Servicer determines that claims cannot be filed pursuant to the Higher Education Act or the HEAL Act, as the case may be, as a result of such a breach exceeds the lesser of $250,000 or 0.25% of the Pool Balance as of such date, the Transferor shall repurchase within 120 days of a written request by the Eligible Lender Trustee or the Indenture Trustee, affected Financed Student Loans in an aggregate principal amount such that after such repurchases (or purchases by the Master Servicer pursuant to Section 4.5 hereof) the aggregate principal amount of affected Financed Student Loans is equal to or less than the lesser of $250,000 or 0.25% of the Pool Balance. The Financed Student Loans to be repurchased by the Transferor pursuant to the preceding sentence (or by the Master Servicer pursuant to Section 4.5 hereof) will be based on the date of claim rejection, with the Financed Student Loans with the earliest such dates to be repurchased or purchased first. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller Transferor shall remit the Purchase Amount, in the manner specified in Section 5.045.4, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller Transferor in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File and, if applicable, the related Additional Financed HEAL Loan File will thereafter belong to the SellerTransferor. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in (i) the refusal by the Department of HHS to insure the applicable portion of the accrued interest with respect to any Financed HEAL Loan, or (ii) the refusal by a Federal Guarantor to guarantee all or a the applicable portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the DepartmentDepartment of Education) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal FFELP Loan, then, unless such breach, if curable, is cured within 60 days120 days following the discovery thereof by the Transferor or receipt by the Transferor of written notice from the Eligible Lender Trustee, the Seller shall Transferor shall, at its option, either (y) repurchase such Financed Student Loan (but only if an actual failure to pay any such amount to the Eligible Lender Trustee occurs or the Eligible Lender is required to repay such an amount which has been previously paid) at the applicable Purchase Amount, including, by transferring to the Eligible Lender Trustee a Subsequent Financed Student Loan pursuant to Section 2.3(b) hereof in lieu of depositing into the Collection Account all or a portion of the Purchase Amount (equal to the Subsequent Financing Purchase Price of such Subsequent Financed Student Loan as of the Subsequent Finance Date) or (z) reimburse the Issuer by remitting an amount equal to the sum of all amounts that would have been payable if not for such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments breach in the manner specified in Section 5.04. Subject 5.4 not later than the last day of the Collection Period in which such 120th day occurs (or, to the provisions extent that all or a portion of Section 6.03such amount is not otherwise due and payable as of such date, that portion shall be remitted to the Collection Account on the last day of the Collection Period during which such amount would otherwise be due and payable). The sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Noteholders or the holders of Certificates Certificateholders with respect to a breach of the representations and warranties of the Transferor pursuant to Section 3.01 Sections 3.1 and 6.1 hereof and the agreement contained in this Section 3.2 shall be to require the Seller Transferor to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this SectionSection 3.2, subject to the conditions contained herein. The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Financed Student Loan or the reimbursement for any interest penalty pursuant to this Section 3.2.

Repurchase upon Breach; Reimbursement. The SellerTransferor, any Depositor, Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform notify the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties of the Transferor made pursuant to Section 3.01 Sections 4 and 5 hereof that has resulted in the failure of a Guarantee Agency to make a Guarantee Payment or Section 6.01the Department of HHS to make an Insurance Payment to the Eligible Lender Trustee. Unless any such breach shall have been cured within 60 120 days following the discovery thereof by the Eligible Lender Trustee Transferor or receipt by the Eligible Lender Trustee Transferor of written notice from the Seller Depositor, Eligible Lender Trustee or any Master Servicer of such breach, the Seller shall be obligated to repurchase any applicable Financed Student Loan in which shall be retransferred, reassigned, resetover and otherwise reconveyed to the interests of the holders of Notes or the holders of Certificates are materially and adversely affected by any such breach Transferor as of the first day succeeding the end of such 60120-day period that is the last day of a Collection Period; provided PROVIDED, HOWEVER, that it is understood that in the case of any such representation or warranty the breach that does not affect any Guarantorof which may be cured by reinstatement of the Guarantee Agency's obligation to guarantee payment or the Department of HHS's obligation to insure payment, such cure period shall be 360 days (instead of 120 days), in each case following the earlier of the date on which such breach is discovered by the Transferor and the date of the Servicer's receipt of the Guarantee Agency or the Department of HHS reject transmittal form with respect to such Financed Student Loan Loan. Notwithstanding the foregoing, if as of the last day of any Collection Period the aggregate principal amount of Financed Student Loans with respect to which claims have been filed with and rejected by a Guarantee Agency or the Department of HHS as a result of a breach of a representation or warranty of the Transferor in Section 4 or Section 5 hereof or a breach of the obligations of the Master Servicer under Sections 5.1 through 5.4 of the Standard Terms to Transfer and Servicing Agreement or with respect to which the Master Servicer determines that claims cannot be filed pursuant to the Higher Education Act or the HEAL Act, as the case may be, as a result of such a breach exceeds the lesser of $250,000 or 0.25% of the Pool Balance as of such date, the Transferor shall repurchase within 120 days of a written request by the Eligible Lender Trustee Trustee, affected Financed Student Loans in accordance an aggregate principal amount such that after such repurchases (or purchases by the Master Servicer pursuant to Section 5.5 of the Standard Terms to Transfer and Servicing Agreement) the aggregate principal amount of affected Financed Student Loans is equal to or less than the lesser of $250,000 or 0.25% of the Pool Balance. The Financed Student Loans to be repurchased by the Transferor pursuant to the preceding sentence (or by the Master Servicer pursuant to Section 5.5 of the Standard Terms to Transfer and Servicing Agreement) will be based on the date of claim rejection, with the Guarantee Agreements will not Financed Student Loans with the earliest such dates to be considered to have a material adverse effect for this purposerepurchased or purchased first. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller Transferor shall remit the Purchase Amount, in Amount to the manner specified in Section 5.04Depositor, and the Issuer Eligible Lender Trustee and Depositor shall execute such assignments and other documents reasonably requested by the Seller Transferor in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes or the holders of Certificates with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained hereinTransferor.

Repurchase upon Breach; Reimbursement. The Seller, any Servicer or the Depositor Eligible Lender Trustee, the Securities Insurer or the Purchaser, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee Agreement, promptly, in writing, with a copy to each of the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Swap Counterparty and the Securities Insurer, upon the discovery of any breach of the Seller's representations and ’s representations, warranties or covenants made pursuant to Section 3.01 or Section 6.014.01. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee Seller or receipt by the Eligible Lender Trustee Seller of written notice from the Seller Depositor Eligible Lender Trustee, the Securities Insurer or any Servicer the Purchaser of such breach, the Seller shall be obligated to repurchase any KBUSA Financed Student Loan in which the interests of the holders of Notes or Eligible Lender Trustee, the Issuer, the holders of Certificates Notes, the Swap Counterparty or, in respect of the Group II Student Loans only, the Securities Insurer, are materially and adversely affected affected, as determined by any such breach (i) in respect of the KBUSA Group I Student Loans, the Administrator and (ii) in respect of the KBUSA Group II Student Loans, the Administrator or the Securities Insurer, or, if a Securities Insurer Default has occurred and is continuing, the Administrator, as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's ’s obligation to guarantee payment of such each KBUSA Financed Student Loan that is a KBUSA Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have in determining whether there has been a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the KBUSA Financed Student Loan, the Seller shall remit the Purchase Amount, in Amount to the manner specified in Section 5.04Depositor Eligible Lender Trustee on behalf of the Purchaser, and the Issuer Depositor Eligible Lender Trustee shall execute such assignments and other documents reasonably requested by the Seller in order to effect such transfer. Upon any such transfer of a KBUSA Financed Student Loan, legal title to, and beneficial ownership and control of, the related KBUSA Financed Student Loan File will thereafter belong to the Seller. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a KBUSA Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller shall reimburse the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser by remitting to the Depositor Eligible Lender Trustee an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments in the manner specified in Section 5.04Payments. Subject to the provisions of Section 6.034.03 hereof, and Section 3.04(b) of the Insurance Agreement, the sole remedy of the Issuer, the Depositor Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Trustee or the holders of Certificates Purchaser with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase KBUSA Financed Student Loans or to reimburse the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The SellerDepositor, any the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement Agreement, the Securities Insurer, the Swap Counterparty, and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and representations, warranties or covenants made pursuant to Section 3.01 or Section 6.016.02. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee or receipt by the Eligible Lender Trustee of written notice from the Seller Depositor, the Securities Insurer or any the Master Servicer of such breach, (x) the Seller Depositor, with respect to any Financed Student Loan that is a KBUSA Student Loan, shall be obligated to repurchase (or shall cause KBUSA to repurchase) or (y) the Master Servicer, with respect to any Financed Student Loan that is a QSPE Student Loan, shall be obligated to repurchase any such Financed Student Loan in which the interests of the holders of Notes related group of Notes, the Swap Counterparty or the holders of Certificates Securities Insurer (but only with respect to Group II Student Loans) are materially and adversely affected by any such breach (as determined by the Master Servicer with respect to the Group I Loans and the Securities Insurer with respect to Group II Student Loans (unless a Securities Insurer Default has occurred and is continuing, then in such case the Master Servicer)), as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such each Financed Student Loan that is a Financed Guaranteed Loan to the Eligible Lender Trustee in accordance with the related Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the Seller Depositor (or KBUSA on its behalf) or the Master Servicer, as applicable, shall remit the Purchase Amount, in the manner specified in Section 5.04, and the Issuer shall execute such assignments and other documents reasonably requested by the Seller Depositor (or KBUSA on its behalf) or the Master Servicer, as applicable, in order to effect such transfer. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to the SellerDepositor (or KBUSA as its designee) or the Master Servicer, as the case may be. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a portion of the accrued interest, or the loss (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Loan, then, unless such breach, if curable, is cured within 60 days, the Seller Depositor (or KBUSA on its behalf) or the Master Servicer, as applicable, shall reimburse the Issuer by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments (with respect to the Group I Student Loans) in the manner specified in Section 5.04. Subject to the provisions of Section 6.036.03 hereof, and Section 3.04(b) of the Insurance Agreement, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes or related group of Notes, the holders of Certificates Securities Insurer (with respect to the Group II Student Loans only) and Swap Counterparty with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller Depositor (or KBUSA on its behalf) or the Master Servicer, as applicable, to repurchase such Financed Student Loans or to reimburse the Issuer as provided above pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach; Reimbursement. The applicable Seller, any TMSI, the Master Servicer or the Eligible Lender Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and the Surety Provider promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to Section 3.01 or Section 6.013.1. Unless any such breach shall have been cured within 60 days following the discovery thereof by the Eligible Lender Trustee such Seller or TMSI or receipt by the Eligible Lender Trustee such Seller or TMSI of written notice from the Seller Eligible Lender Trustee, the Surety Provider, TMSI or any the applicable Master Servicer of such breach, the such Seller shall be obligated to repurchase any Financed Student Loan in which the interests of the holders of Notes Noteholders, the Certificateholders or the holders of Certificates Surety Provider are materially and adversely affected by any such breach as of the first day succeeding the end of such 60-day period that is the last day of a Collection Period; provided that it is understood that any such breach that does not affect any Guarantor's obligation to guarantee payment of such Financed Student Loan to the Eligible Lender Trustee in accordance with the Guarantee Agreements will not be considered to have a material adverse effect for this purpose. In consideration of and simultaneously with the repurchase of the Financed Student Loan, the such Seller shall remit the Purchase Amount, in the manner specified in Section 5.045.4, and the Issuer shall execute such assignments and other documents reasonably requested by the such Seller in order to effect such transfer. If such Seller fails to repurchase within the time period provided hereby any Financed Student Loan it is required to repurchase hereunder, TMSI shall remit, or cause to be remitted, no later than the date such Seller would be required to remit such amount, the Purchase Amount for such Financed Student Loan, in the manner specified in Section 5.4, and the Issuer shall execute such assignments and other documents reasonably requested by TMSI or its designee in order to effect such transfer; provided, however, that if a designee of TMSI purchases any Financed Student Loans, such designee shall not have any pre-existing debt with respect to such purchase, and any transfer of a Financed Student Loan pursuant to this Section shall be made contemporaneously with repayment or the incurrence of the repayment obligation. Upon any such transfer of a Financed Student Loan, legal title to, and beneficial ownership and control of, the related Financed Student Loan File will thereafter belong to such Seller or TMSI's designee, as the Sellercase may be. In addition, if any such breach by the Seller does not trigger such a repurchase obligation but does result in the refusal by a Federal Guarantor to guarantee all or a the applicable portion of the accrued interest, or the loss of (including any obligation of the Issuer to repay to the Department) of certain Interest Subsidy Payments and Special Allowance Payments, with respect to a Financed Federal Student Loan, then, unless such breach, if curable, is cured within 60 days, such Seller shall, at its option, either repurchase such Financed Student Loan at the Seller shall applicable Purchase Amount or reimburse the Issuer by remitting an amount equal to the sum of all amounts that would have been payable if not for such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and Special Allowance Payments breach in the manner specified in Section 5.045.4 not later than the last day of the Collection Period in which such 60th day occurs. If such Seller fails to repurchase such Financed Student Loan or reimburse the Issuer such amount, TMSI shall reimburse the Issuer such amount in the manner specified in Section 5.4 no later than the date such Seller would be required to remit such amount. Subject to the provisions of Section 6.035.6 and Section 6.3 and the Insurance Agreement, the sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the holders of Notes Noteholders, the Certificateholders or the holders of Certificates Surety Provider with respect to a breach of representations and warranties pursuant to Section 3.01 3.1 and the agreement contained in this Section 3.2 shall be to require the Seller applicable Seller, TMSI or TMSI's designee, as the case may be, to repurchase Financed Student Loans or to reimburse the Issuer as provided above pursuant to this SectionSection 3.2, subject to the conditions contained herein.