Common use of Substitution Clause in Contracts

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In If a Seller delivers to the Issuer a Qualified Substitute Loan or Qualified Substitute Loans in lieu of repurchasing Trust Student Loans pursuant to this Article VIpayment for the repurchase of a Defaulted Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit G hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Issuer shall cause the Servicer to electronically deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, in-schoolthe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, gracethe Issuer shall be deemed to have made the representations, defermentand warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ the substitution of Sale regarding such substituted one or more Qualified Substitute Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VIfor one or more Defaulted Loans, the Seller will remit Servicer shall determine the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Administrator the amount of any shortfall between the Purchase Amount Trustee and treated as if it were a portion of the substituted Eligible Loans Release Price for the Defaulted Loan and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans included in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser Available Funds as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsuch.

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit G hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due and other amounts received with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. Scheduled Payments due on a Defective Loan on or prior to the Calculation Date next preceding the date of substitution shall be property of the Issuer, in-schooland after such Calculation Date next preceding the date of substitution the Seller shall be entitled to receive and retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Servicer shall deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, gracethe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, defermentthe Issuer shall be deemed to have made the representations, forbearance or repayment); (ii) Program type (i.e.and warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitutionthe substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the Substitution Adjustment Amount. If such Defective Loan constitutes a Sale Defective Loan as defined in the Purchase Agreement and related ▇▇▇▇ of Sale regarding pursuant to which the Depositor acquired such substituted Loans will be executed and delivered by Defective Loan, the Issuer shall direct the applicable partiesSeller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. In Such Substitution Adjustment Amount shall be paid to the event that Trustee and treated as if it were a portion of the Seller elects to substitute Eligible Loans Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Article VIIndenture, the Seller will remit Issuer shall have no obligation or liability to pay the Administrator the amount of any shortfall between the Purchase Substitution Adjustment Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to such Defective Loan should the Trust Student Loans in applicable Seller fail to perform its obligation under the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In If a Seller delivers to the Issuer a Qualified Substitute Loan or Qualified Substitute Loans in lieu of repurchasing Trust Student Loans pursuant to this Article VIpayment for the repurchase of a Defaulted Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit G hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Servicer shall electronically deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, in-schoolthe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, gracethe Issuer shall be deemed to have made the representations, defermentand warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ the substitution of Sale regarding such substituted one or more Qualified Substitute Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VIfor one or more Defaulted Loans, the Seller will remit Servicer shall determine the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Administrator the amount of any shortfall between the Purchase Amount Trustee and treated as if it were a portion of the substituted Eligible Loans Release Price for the Defaulted Loan and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans included in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser Available Funds as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsuch.

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit G hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due and other amounts received with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. Scheduled Payments due on a Defective Loan on or prior to the Calculation Date next preceding the date of substitution shall be property of the Issuer, in-schooland after such Calculation Date next preceding the date of substitution the Seller shall be entitled to retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Issuer shall cause the Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, gracethe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, defermentthe Issuer shall be deemed to have made the representations, forbearance or repayment); (ii) Program type (i.e.and warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitutionthe substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the Substitution Adjustment Amount. If such Defective Loan constitutes a Sale Defective Loan as defined in the Purchase Agreement and related ▇▇▇▇ of Sale regarding pursuant to which the Depositor acquired such substituted Loans will be executed and delivered by Defective Loan, the Issuer shall direct the applicable partiesSeller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. In Such Substitution Adjustment Amount shall be paid to the event that Trustee and treated as if it were a portion of the Seller elects to substitute Eligible Loans Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Article VIIndenture, the Seller will remit Issuer shall have no obligation or liability to pay the Administrator the amount of any shortfall between the Purchase Substitution Adjustment Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to such Defective Loan should the Trust Student Loans in applicable Seller fail to perform its obligation under the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu A. Subject to the fulfillment of repurchasing Trust Student Loans all of the conditions set forth in the following subsection B, Lessee shall have the right to deliver a rejectable offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a Substitute Property for a Property if: (i) the terms of Section 21.B of this Lease require a Rejectable Substitution Offer to be made (each, a "Casualty/Condemnation Substitution"); or (ii) the terms of Section 23.A(ix) (1) of this Lease permit a Rejectable Substitution Offer to be made (each, a "FCCR Substitution"). From and after the third anniversary of the Effective Date and subject to the fulfillment of all of the conditions set forth in the following subsection B, Lessee shall also have the right to deliver a Rejectable Substitution Offer to substitute a Substitute Property for a Property if Lessee determines for any reason to make a substitution (each, a "Discretionary Substitution"); provided, however, that once Lessee has done Casualty/Condemnation Substitutions, Discretionary Substitutions and/or FCCR Substitutions for one Property, Lessee shall no longer have the right to deliver a Rejectable Substitution Offer with respect to a Discretionary Substitution. Each Rejectable Substitution Offer shall identify the proposed Substitute Property in reasonable detail and contain a certificate executed by a duly authorized officer of Lessee pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis Lessee shall certify that in Lessee's good faith judgment such proposed Substitute Property satisfies as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e.such notice, in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, satisfy as of the date of the closing of such substitution, with all of the representations applicable conditions to substitution set forth in this Section 57. Lessee agrees to deliver to Lessor all of the diligence information and warranties made hereundermaterials contemplated by the provisions of Section 57.B of this Lease within 30 days after the delivery to Lessor of a Rejectable Substitution Offer. In choosing Eligible Loans Lessor shall have 90 days from the delivery of a Rejectable Substitution Offer notice satisfying the requirements of the preceding paragraph to deliver to Lessee written notice of its election to either accept or reject the Rejectable Substitution Offer. Lessor's failure to deliver such notice within such time period shall be deemed to constitute Lessor's acceptance of the Rejectable Substitution Offer. If the Mortgage corresponding to the Property to be substituted replaced is still outstanding, any rejection of the Rejectable Substitution Offer by Lessor shall not be effective unless it is consented to in writing by Lender. If Lessor accepts the Rejectable Substitution Offer or is deemed to have accepted the Rejectable Substitution Offer or if Lender does not consent in writing to any rejection of the Rejectable Substitution Offer by Lessor, then Lessee shall complete such substitution, subject, however, to the satisfaction of each of the applicable terms and conditions set forth in this Section 57. If Lessor rejects the Rejectable Substitution Offer pursuant to this Article VIthe previous paragraph for reasons other than that, in Lessor's reasonable judgment, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will proposed Substitute Property would not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by satisfied the applicable parties. In the event that the Seller elects substitution conditions set forth in this Section 57, and such rejection is consented to substitute Eligible Loans pursuant to this Article VIby Lender, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.then:

Substitution. In lieu (a) The first sentence of repurchasing Trust Student Loans pursuant to this Article VI, Paragraph 9(a) of the Seller may, at its option, Repurchase Agreement is hereby modified by deleting the words "substitute Eligible Loans or arrange other Securities for any Purchased Securities" and adding the substitution of Eligible Loans words "substitute other Securities which are substantially similar on an aggregate basis as the same for any Purchased Securities". (b) Paragraph 9 of the date Repurchase Agreement is hereby modified by adding the following sub-paragraphs: (c) In the case of substitution to the Trust Student Loans any Transaction for which they are being substituted the Repurchase Date is other than the Business Day immediately following the Purchase Date and with respect to which Seller does not have any existing right to substitute substantially the following characteristics: same Securities for the Purchased Securities, Seller shall have the right, subject to the proviso to this sentence, upon notice to Buyer, which notice shall be given at or prior to 10 am (iNew York time) status (i.e.on such Business Day, in-schoolto substitute substantially the same Securities for any Purchased Securities; provided, gracehowever, defermentthat Buyer may elect, forbearance by the close of business on the Business Day notice is received, or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as by the close of the date of next Business Day if notice is given after 10 am (New York time) on such day, not to accept such substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that such substitution is accepted by Buyer, such substitution shall be made by Seller's transfer to Buyer of such other Securities and Buyer's transfer to Seller of such Purchased Securities, and after substitution, the substituted Securities shall be deemed to be Purchased Securities. In the event Buyer elects not to accept such substitution, Buyer shall offer Seller elects the right to terminate the Transaction. (d) In the event Seller exercises its right to substitute Eligible Loans pursuant or terminate under sub-paragraph (c), Seller shall be obligated to this Article VIpay to Buyer, by the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount close of the substituted Eligible Loans and Business Day of such substitution or termination, as the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator case may be, an amount equal to (A) Buyer's actual cost (including all interest amounts fees, expenses and commissions) of (i) entering into replacement transactions; (ii) entering into or terminating hedge transactions; and/or (iii) terminating transactions or substituting securities in like transactions with respect third parties in connection with or as a result of such substitution or termination, and (B) to the Trust Student Loans in extent Buyer determines not to enter replacement transactions, the manner provided in Section 2.06 of the Administration Agreementloss incurred by Buyer directly arising or resulting from such substitution or termination. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof foregoing amounts shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsolely determined and calculated by Buyer in good faith.

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit G hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due and other amounts received with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. Scheduled Payments due on a Defective Loan on or prior to the Calculation Date next preceding the date of substitution shall be property of the Issuer, in-schooland after such Calculation Date next preceding the date of substitution the Seller shall be entitled to receive and retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Issuer shall cause the Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, gracethe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, defermentthe Issuer shall be deemed to have made the representations, forbearance or repayment); (ii) Program type (i.e.and warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitutionthe substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the Substitution Adjustment Amount. If such Defective Loan constitutes a Sale Defective Loan as defined in the Purchase Agreement and related ▇▇▇▇ of Sale regarding pursuant to which the Depositor acquired such substituted Loans will be executed and delivered by Defective Loan, the Issuer shall direct the applicable partiesSeller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. In Such Substitution Adjustment Amount shall be paid to the event that Trustee and treated as if it were a portion of the Seller elects to substitute Eligible Loans Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Article VIIndenture, the Seller will remit Issuer shall have no obligation or liability to pay the Administrator the amount of any shortfall between the Purchase Substitution Adjustment Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to such Defective Loan should the Trust Student Loans in applicable Seller fail to perform its obligation under the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu Notwithstanding the provisions of repurchasing Trust Student Loans pursuant Section 6.2 of this Agreement and of Section 7.16 of the Security Instrument, Borrower shall have the right to this Article VIsubstitute (the "Substitution") substitution properties (each a "Substitution Property") for each Project upon the satisfaction (in the sole reasonable determination of Lender) of all of the following conditions precedent and limitations: (a) There shall exist no Event of Default or condition which with the giving of notice or the passage of time or both could constitute an Event of Default at the time of any request for a Substitution or at the time the relevant Substitution is completed. (b) The Borrower shall give Lender not less than sixty (60) days written notice of its intent to seek a Substitution. (c) No more than three (3) of the Projects can be substituted by a Substitution during the term of the Loan. (d) The property to be substituted for one of the existing Projects shall: (i) satisfy Lender’s then standard underwriting criteria and shall meet all the requirements set forth in the Application/Commitment (or Lender’s then current application form) including, without limitation, satisfactory appraisals, seismic 11187841_2.doc reports, engineering reports, environmental reports, title, survey, zoning, land-use requirements and other due diligence issues; (ii) have a value and net operating income equal to or greater than the Seller mayProject being substituted by the Substitution Property; and (iii) be of similar or better quality, at functionality and age of the Project being substituted by the Substitution Property, all as determined by Lender in its optionsole but reasonable discretion. (e) Borrower shall have executed and delivered to Lender: (i) deeds of trust or mortgages on the Substitution Property in recordable form subjecting the Substitution Property to a valid enforceable first lien in favor of Lender and securing the Loan, substitute Eligible Loans or arrange for (ii) a first lien assignment of leases and rents in recordable form in favor of Lender, (iii) an environmental indemnity from Borrower and Indemnitor, and (iv) such other documents and instruments as may be required relating to the substitution of Eligible the Substitution Property for such Project, all in form and substance reasonably acceptable to Lender. The Borrower shall also execute and deliver new deeds of trust or amendments or modifications to the current Loan Documents as may be necessary to fully encumber the Substitution Property as collateral security for the Loans which and to provide that such Substitution Property and the Loan Documents delivered in connection therewith are substantially similar on an aggregate basis as cross-collateralized and cross-defaulted with the existing Loan Documents. (f) At the time it submits any written request for a Substitution hereunder, the Borrower shall pay to Lender a substitution fee in the amount of Ten Thousand Dollars ($10,000.00) (the “Substitution Fee”). Such Substitution Fee shall be non-refundable regardless of whether the requested Substitution is consummated. (g) At the time of the date Substitution and as a condition thereof, (i) Fee simple title in the Substitution Property must be vested in Borrower and (ii) Borrower shall have provided to Lender all items required pursuant to Section 3 of substitution to the Trust Student Loans for which they are being substituted Application/Commitment with respect to the following characteristics:Substitution Property, including without limitation, an ALTA Lender’s Policy of Title Insurance (or similar policy in non-ALTA states) as outlined in Section 3.2 of the Application/Commitment, as well as new title policies and/or endorsements to the existing title policies held by Lender in connection with the existing Projects as Lender may deem reasonably necessary. (ih) status (i.e.In addition to the Substitution Fee, inBorrower shall pay any and all reasonable out-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations of-pocket costs and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In expenses incurred by Lender in connection with each substitutionany Substitution, a Sale Agreement including without limitation, all legal fees, title charges, accounting and related ▇▇▇▇ appraisal fees, whether or not the Substitution is consummated. This right of Sale regarding such substituted Loans will be executed Substitution is personal to Borrower (and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans transferee or successor for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided there is no prohibition nor Lender consent requirement as set forth in Section 2.06 6.2 of the Administration this Agreement) and is not assignable nor transferable. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.11187841_2.doc

Substitution. In lieu Unless otherwise provided in the Pooling and Master ------------ Servicing Agreement, the right to substitute a Qualified Substitute Mortgage Asset for any Deleted Mortgage Asset that is an asset of repurchasing the Trust Student Loans shall be limited to (i) in the case of substitutions pursuant to this Article VISection 2.03(a) or 2.03(c), the two-year period beginning on the Closing Date and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Asset for which the Company or a Seller maysubstitutes a Qualified Substitute Mortgage Asset(s), at its optionthe Company or the Seller, substitute Eligible Loans as the case may be, shall effect such substitution by delivering to the Trustee for such Qualified Substitute Mortgage Asset(s) the Note, the Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Asset File pursuant to Section 2.01, together with a certificate of an officer of the Company to the effect that each such Qualified Substitute Mortgage Asset complies with the terms of the Pooling and Master Servicing Agreement. Monthly Payments due with respect to Qualified Substitute Mortgage Assets in the month of substitution are not part of the Trust and will be retained by the Company or arrange for the Seller, as the case may be. For the month of substitution, distributions to Securityholders will reflect the Monthly Payment due on such Deleted Mortgage Asset on or before the first day of the month in which the substitution occurs, and the Company or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Asset. The Master Servicer shall amend the Mortgage Asset Schedule to reflect the removal of such Deleted Mortgage Asset from the terms of the Pooling and Master Servicing Agreement and the substitution of Eligible Loans the Qualified Substitute Mortgage Asset or Assets. Upon such substitution, such Qualified Substitute Mortgage Asset or Assets shall be subject to the terms of the Pooling and Master Servicing Agreement in all respects, including, in the case of a substitution effected by a Seller, the representations and warranties included in the Sales Agreement, and in the case of a substitution effected by the Company, the representations and warranties set forth in Section 2.04 hereof, in each case as of the date of substitution. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the reconveyance of such Deleted Mortgage Asset to the Company or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which are substantially similar on an the Company or a Seller substitutes one or more Qualified Substitute Mortgage Assets for one or more Deleted Mortgage Assets, the Master Servicer will determine and notify the Trustee with respect to the amount (if any) by which the aggregate basis Unpaid Principal Balance of all such Qualified Substitute Mortgage Assets as of the date of substitution to is less than the Trust Student Loans for which they are being substituted with respect to aggregate Unpaid Principal Balance of all such Deleted Mortgage Assets (after application of Monthly Payments due in the following characteristics: month of substitution) (i) status (i.e., in-school, grace, deferment, forbearance or repaymentthe "Substitution Shortfall"); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of On the date of such substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans Company or the Seller, as the case may be, will deliver or cause to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator Trustee for deposit from its own funds into the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator Asset Proceeds Account an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VISubstitution Shortfall.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-schoolin­school, grace, deferment, forbearance or repayment);repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans);Loans); (iii) school type;type; (iv) total return;return; (v) principal balance; balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANSMed Loans, LAW Law Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, MD EXCEL Loans, Direct-to-Consumer Loans or Signature Student Private Consolidation Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇B▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (ia) status Status (i.e., in-school, grace, deferment, forbearance or repayment); (iib) Program type (i.e.I.E., MEDLOANScreditworthy, LAW Loanscredit ready, MBA Loans or Signature Student Loansundergrad, grad); (iiic) school School type; (ivd) total Total return; (ve) principal Principal balance; and (vif) remaining Remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, Owner Trustee and the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant (a) Subject to this Article VISection 9(b), the Seller may, at its optionupon one (1) Business Day's written notice to Buyer, with a copy to Custodian, substitute (i) other Eligible Loans Assets for any Eligible Assets or arrange Fallout Assets subject to Transactions or (ii) other Fallout Assets for any Fallout Assets subject to Transactions. Such substitution shall be made by (i) transfer to the related Custodian of the Asset Files for such other Eligible Assets, together with an Asset Schedule and transfer to Seller or its designee of the Purchased Assets requested for release, and (ii) wire transfer to Buyer of the Exit Fee related to the released Assets to the extent such Assets are sold by the Seller to a Person other than the Buyer on or after the substitution of Eligible Loans which are substantially similar on an aggregate basis as of date. After substitution, the date of substitution Substituted Assets, shall be deemed to be Purchased Assets subject to the Trust Student Loans same Transaction as the released Asset. The Custodian shall issue a new Asset Schedule to Buyer, deleting the released Asset, and adding the substituted Purchased Asset. (b) Notwithstanding anything to the contrary in this Agreement, Seller may not substitute other Assets for any Purchased Assets if (i) after taking into account such substitution, a Collateral Deficit were to occur, or (ii) such substitution would cause a Breach of any provision of this Agreement, or (iii) Buyer does not consent to such substitution. (c) In the case of any Transaction for which they are being substituted the Repurchase Date is other than the Business Day immediately following the Purchase Date and with respect to which Seller does not have any existing right to substitute substantially the following characteristics: same Assets for the Purchased Assets, Seller shall have the right, subject to the proviso to this sentence, upon notice to Buyer, which notice shall be given at or prior to 10 am (iNew York time) status (i.e.on such Business Day, in-schoolto substitute substantially the same Assets for any Purchased Asset; provided, gracehowever, defermentthat Buyer may elect, forbearance by the close of business on the Business Day notice is received, or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as by the close of the date of next Business Day if notice is given after 10 am (New York time) on such day, not to accept such substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that such substitution is accepted by Buyer, such substitution shall be made by Seller's transfer to Buyer of such other Assets and Buyer's transfer to Seller of such Purchased Assets, and after such substitution, the Substituted Assets shall be deemed to be Purchased Assets. In the event Buyer elects not to accept such substitution, Buyer shall offer Seller elects the right to terminate the Transaction. (d) In the event Seller exercises its rights to substitute Eligible Loans pursuant or terminate under sub-paragraph (c), Seller shall be obligated to this Article VIpay to Buyer, by the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount close of the substituted Eligible Loans and Business Day of such substitution or termination, as the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator case may be, an amount equal to (A) Buyer's actual cost (including all interest amounts fees, expenses and commissions) of (i) entering into replacement transactions; (ii) entering into or terminating hedge transactions; and/or (iii) terminating transactions or substituting securities in like transactions with respect third parties in connection with or as a result of such substitution or termination, and (B) to the Trust Student Loans in extent Buyer determines not to enter into replacement transactions, the manner provided in Section 2.06 of the Administration Agreementloss incurred by Buyer directly arising or resulting from such substitution or termination. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof foregoing amounts shall be to require the Seller to purchase Trust Student Loanssolely determined and calculated by Buyer in good faith, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIabsent manifest error.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller Sellers may, at its optionsubject to agreement with and acceptance by Buyer upon one (1) Business Day’s notice, substitute Eligible Loans or arrange for the substitution of Eligible Loans other assets which are substantially similar on an aggregate basis the same as the Purchased Assets (the “Substitute Assets”) for any Purchased Assets. Such substitution shall be made by transfer to Buyer of the date of substitution such Substitute Assets and transfer to the Trust Student Loans for which they are being substituted related Seller of such Purchased Assets (including all Purchased Items solely related thereto) (the “Reacquired Assets”) along with the other information to be provided with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturityapplicable Substitute Asset as described in the form of Transaction Notice. In addition, each substituted Eligible Loan will comply, as of the date of Upon substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans Substitute Assets shall be deemed to be substituted pursuant to this Article VIPurchased Assets, the Reacquired Assets shall no longer be deemed Purchased Assets, Buyer shall be deemed to have terminated any security interest that Buyer may have had in the Reacquired Assets and shall return such Reacquired Assets to Seller unless such termination and release would give rise to or perpetuate a Margin Deficit. Concurrently with any termination and release described in this Section 16, Buyer shall make a reasonable determination that the Eligible Loans execute and deliver to be substituted will not have a material adverse effect on the NoteholdersSellers upon request and Buyer hereby authorizes Sellers to file and record such documents as Sellers may reasonably deem necessary or advisable in order to evidence such termination and release. In connection with each substitutionany such requested substitution or release, the Sellers will provide notice to the Custodian, Bond Custodian and the Buyer no later than 12:00 p.m. (New York City time), on the date of such request, specifying the Assets to be substituted for or released and the substitute Assets to be purchased hereunder in substitution therefor, if any, and shall deliver with such notice a Sale Agreement and related ▇▇▇▇ of Sale regarding revised Mortgage Loan Transmission (as defined in the Custodial Agreement) indicating any substitute Loans or such substituted Loans will be executed and delivered other notice as agreed to by the applicable partiesBuyer and Sellers indicating any substitute Bonds or Pledged Stock. In the event that the Seller elects Each such substitution or release shall be deemed to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans be a representation and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach warranty by the Seller pursuant Sellers that any substitute Assets are eligible for purchase hereunder and that after giving effect to Article V hereof such substitution or release, no Margin Deficit shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIoccur.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VINotwithstanding the previous paragraph, the Seller may, at its optionoption and assuming that Seller has a Qualified Substitute Revolving Credit Loan or Loans, rather than repurchase the Revolving Credit Loan as provided above, remove such Revolving Credit Loan ("Deleted Revolving Credit Loan") and substitute Eligible Loans in its place a Qualified Substitute Revolving Credit Loan or arrange Loans. If the Seller has no Qualified Substitute Revolving Credit Loan, it shall repurchase the Defective Revolving Credit Loan. As to any Deleted Revolving Credit Loan for which the Seller substitutes a Qualified Substitute Revolving Credit Loan or Loans, the Seller shall effect such substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution by delivering to the Trust Student Purchaser or its designee for such Qualified Substitute Revolving Credit Loan or Loans for which they the Legal Documents as are being substituted required by Section 2. Upon such substitution, such Qualified Substitute Revolving Credit Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance such Qualified Substitute Revolving Credit Loan or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the covenants, representations and warranties made hereunderset forth in Sections 3.01, 3.02 and 3.03. In choosing Eligible Loans to be substituted pursuant to this Article VI, For any month in which the Seller shall make a reasonable determination that the Eligible substitutes one or more Qualified Substitute Revolving Credit Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VIfor one or more Deleted Revolving Credit Loans, the Seller will remit determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Revolving Credit Loans as of the date of substitution (after application of scheduled principal payments due in the month of substitution which have been received or as to which an advance has been made) is less than the aggregate outstanding principal balance of all such Deleted Revolving Credit Loans. The amount of such shortfall shall be paid by the Seller on the date of such substitution by wire transfer of immediately available funds directly to the Administrator Purchaser's Account. If the amount of any shortfall between the Purchase Amount aggregate principal balance of all such Qualified Substitute Revolving Credit Loans as of the substituted Eligible Loans and date of substitution (after application of scheduled principal payments due in the Purchase Amount month of substitution which have been received or as to which an advance has been made) is greater than the aggregate outstanding principal balance of all such Deleted Revolving Credit Loans, the amount of such overage shall be credited to the Seller on the date of such substitution by wire transfer of immediately available funds directly to the Purchaser's Account. Any repurchase of a Defective Revolving Credit Loan required hereunder shall be accomplished by payment of the Trust Student Loans for which they are being substituted. The Seller shall also remit applicable Repurchase Price within 3 Business Days of the expiration of the applicable time period referred to above in paragraph 3.04(c) by wire transfer of immediately available funds directly to the Administrator an amount equal to all interest amounts with respect to Purchaser's Account. It is understood and agreed that the Trust Student Loans in the manner provided obligations of a Seller (a) set forth in Section 2.06 3.04(c) to cure any breach of Seller's representations and warranties contained in Sections 3.01, 3.02 and 3.03 or to repurchase the Defective Revolving Credit Loan(s) and (b) set forth in Section 5.01 to indemnify the Purchaser in connection with any breach of a Seller's representations and warranties contained in Sections 3.01, 3.02 and 3.03 shall constitute the sole remedies of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to Purchaser respecting a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VIof such representations and warranties. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIIntentionally omitted.

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit J hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans or arrange for prior to the substitution last day of Eligible Loans which are substantially similar on an aggregate basis as of the Due Period next preceding the date of substitution shall not be property of the Issuer, but will be retained by the Servicer and remitted by the Servicer to the Trust Student Seller on the next succeeding Payment Date. Scheduled Payments due on a Defective Loan prior to the last day of the Due Period next preceding the date of substitution shall be property of the Issuer, and after such last day of the Due Period next preceding the date of substitution the Seller shall be entitled to retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Issuer shall cause the Servicer to deliver a schedule of any Defective Loans for which they are being so removed and Qualified Substitute Loans so substituted to the Trustee and the Collateral Agent and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, the Qualified Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, the Issuer shall be deemed to have made the representations, and warranties with respect to the following characteristics: (i) status (i.e.each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Agreement, in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties in Section 5.1 and 5.2 to the same extent as for any other Pledged Loan. In connection with the substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the amount (such amount, a “Substitution Adjustment Amount”), if any, by which the aggregate principal balance of all such Qualified Substitute Loans as of the date of substitution is less than the aggregate principal balance of all such Defective Loans (after application of the principal portion of the Scheduled Payments due in the month of substitution that are to be distributed to the Issuer in the month of substitution). If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, the Issuer shall direct the applicable Seller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. Such Substitution Adjustment Amount shall be treated as if it were a portion of the Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Agreement, the Issuer shall have no obligation or liability to pay the Substitution Adjustment Amount with respect to such Defective Loan should the applicable Seller fail to perform its obligation under the Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee. If a Seller repurchases a Pledged Loan as a Defective Loan or provides a Qualified Substitute Loan for a Defective Loan, then the Issuer shall automatically and without further action sell, transfer, assign, set over and otherwise convey to such Seller, without recourse, representation or warranty, all of the Issuer’s right, title and interest in and to the related Defective Loan, the related Timeshare Property, the Loan File relating thereto and any other related Pledged Assets, all monies due or to become due with respect thereto and all Collections with respect thereto (including payments received from Obligors from and including the last day of the Due Period next preceding the date of transfer, subject to the payment of any Substitution Adjustment Amount). The Issuer shall execute such documents, releases and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the applicable Seller to effect the conveyance of such Defective Loan, the related Timeshare Property and related Loan File pursuant to this Section 5.4(b). Promptly after the repurchase of Defective Loans in respect of which the Release Price has been paid or a Qualified Substitute Loan has been provided, on such date, the Issuer shall direct the Servicer to delete such Defective Loans from the Loan Schedule. The obligations of the Issuer set forth in Section 5.4(a) shall constitute the sole remedy against the Issuer with respect to any breach of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement set forth in Section 5.1 and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit Section 5.2 available hereunder to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VICollateral Agent.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, (A) The County and the Seller may, at its option, Corporation may substitute Eligible Loans real property for all or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as part of the date Facilities for purposes of substitution to the Trust Student Loans for which they are being substituted Site Lease and the Facilities Lease, but only with respect to the following characteristicswritten consent of the Certificate Insurer and after the County shall have filed with the Corporation and the Trustee the following: (i) status (i.e., in-school, grace, deferment, forbearance executed copies of the Facilities Lease and the Site Lease or repayment);amendments thereto containing the amended description of the Facilities, (ii) Program type (i.e.a Certificate of the County with copies of the Facilities Lease and the Site Lease, MEDLOANSif needed, LAW Loans, MBA Loans or Signature Student Loans);amendments thereto containing the amended description of the Facilities stating that such documents have been duly recorded in the official records of the County Recorder of the County, (iii) school type;a Certificate of the County evidencing that the annual fair rental value of the Facilities which will constitute the Facilities after such substitution will be at least equal to 100% of the maximum amount of Base Rental Payments becoming due in the then current year ending June 1 and in any subsequent year ending June 1 and that the remaining useful life of the Facilities is not less than the remaining term of the Lease, (iv) total return;a leasehold owner's policy or policies or a commitment for such policy or policies or an amendment or endorsement to an existing policy or policies resulting in title insurance with respect to the Facilities after such substitution in an amount at least equal to the outstanding principal component of the Base Rental Payments, each such insurance instrument, when issued, shall name the Trustee as the insured, and shall insure the leasehold estate of the Corporation in such substituted property subject only to such exceptions as do not substantially interfere with the County's right to use and occupy such substituted property and as will not result in an abatement of Base Rental Payments payable by the County under the Facilities Lease, (v) principal balance; a Certificate of the County stating that the County has beneficial use and occupancy of the Facilities, and (vi) remaining term to maturity. In additionan Opinion of Counsel stating that such amendment or modification (i) complies with the terms of this Facilities Lease; (ii) will, each substituted Eligible Loan upon the execution and delivery thereof, be valid and binding upon the Corporation and the County; and (iii) will comply, as of not cause the date of substitution, with all of interest represented by the representations and warranties made hereunder. In choosing Eligible Loans Certificates to be substituted included in gross income for federal income tax purposes. (B) The County and the Corporation hereby agree that the Facilities or portion thereof for which other real property is substituted, pursuant to Section 2.03(A), shall be released from the Site Lease and this Article VIFacilities Lease, the Seller and shall make a reasonable determination that the Eligible Loans to no longer be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement encumbered thereby and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered hereby or by the applicable parties. In Trust Agreement at such time as the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee County shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIcaused said substitution.

Substitution. (a) In lieu of repurchasing Trust Student Loans pursuant to this Article VISection 6.1 hereof, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) principal balance; (ii) status (i.e., in-school, grace, deferment, forbearance or repayment); (iiiii) Program program type (i.e.i.e. , MEDLOANS, LAW Loans, MBA Unsubsidized Consolidation Loans or Signature Student LoansSubsidized Consolidation Loans (pre-1993 vs. post-1993); (iii) school type); (iv) total returnschool type (if available); (v) principal balanceinterest rate; and (vi) remaining term to maturity. ; provided that, none of the Substituted Loans shall have a maturity date later than six months prior to the Class B Maturity Date. (b) In addition, each substituted Eligible Substituted Loan will comply, as of the related Purchase Date or as of the date of substitutionotherwise noted, with all of the representations and warranties made hereunderpursuant to Section 5.2 hereof. In choosing Eligible Loans to be substituted pursuant to this Article VISection 6.2, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale the Subsequent Purchase Agreement and related Subsequent ▇▇▇▇ of Sale regarding such substituted Substituted Loans will be executed and delivered by an Authorized Officer or agent of the applicable parties. In . (c) The Seller shall remit (i) in the event that the Seller elects to substitute Eligible Loans pursuant to this Article VISection 6.2, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Substituted Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator substituted and (ii) an amount equal to all non-guaranteed accrued interest amounts (including, without limitation, Interest Subsidy Payments) and forfeited Special Allowance Payments with respect to the Trust Student Loans Loans, in each case in the manner provided in Section 2.06 2.6 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu A. Subject to the fulfillment of repurchasing Trust Student Loans all of the conditions set forth in the following subsection B, Lessee shall have the right to deliver a rejectable offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a Substitute Property for a Property if: (i) the terms of Section 21.B of this Lease permit such substitution (each, a "Casualty/Condemnation Substitution"). From and after the third anniversary of the Effective Date and subject to the fulfillment of all of the conditions set forth in the following subsection B, Lessee shall also have the right to deliver a Rejectable Substitution Offer to substitute any Property with a Substitute Property (each a "Discretionary Substitution"). Each Rejectable Substitution Offer shall identify the proposed Substitute Property in reasonable detail and contain a certificate executed by a duly authorized officer of Lessee pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis Lessee shall certify that in Lessee's good faith judgment such proposed Substitute Property satisfies as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e.such notice, in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, satisfy as of the date of the closing of such substitution, with all of the representations applicable conditions to substitution set forth in this Section 57. Lessee agrees to deliver to Lessor all of the diligence information and warranties made hereundermaterials contemplated by the provisions of Section 57.B of this Lease within 30 days after the delivery to Lessor of a Rejectable Substitution Offer. In choosing Eligible Loans Lessor shall have 90 days after the delivery of a Rejectable Substitution Offer notice satisfying the requirements of the preceding paragraph to deliver to Lessee written notice of its election to either accept or reject the Rejectable Substitution Offer. Lessor's failure to deliver such notice within such time period shall be substituted deemed to constitute Lessor's acceptance of the Rejectable Substitution Offer. If Lessor accepts the Rejectable Substitution Offer or is deemed to have accepted the Rejectable Substitution Offer, then Lessee shall complete such substitution, subject, however, to the satisfaction of each of the applicable terms and conditions set forth in this Section 57. If Lessor rejects the Rejectable Substitution Offer pursuant to this Article VIthe previous paragraph for reasons other than that, in Lessor's reasonable judgment, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will proposed Substitute Property would not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by satisfied the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to substitution conditions set forth in this Article VISection 57, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.then:

Substitution. In lieu The Transferor shall have the right but not the obligation to substitute a Qualified Student Loan for any Student Loan. With respect to each Qualified Substitute Student Loan, the Transferor shall deliver to the Eligible Lender Trustee (in the case of repurchasing Trust FFELP Student Loans) and the Trustee (in the case of Private Student Loans) for the benefit of the Noteholders such documents and agreements together with a duly executed Assignment in the form of Exhibit F hereto. No substitution is permitted to be made during the period beginning on the day after each Determination Date and ending on the last day of the calendar month of such Determination Date. Payments due with respect to Qualified Substitute Student Loans pursuant to this Article VI, shall be part of the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar Trust Estate on an aggregate basis as of and after the date of substitution such Assignment. Upon such substitution, the Qualified Substitute Student Loan or Loans shall be subject to the Trust Student Loans for which they are being substituted terms of this Agreement in all respects, and the Transferor shall be deemed to have made with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance such Qualified Substitute Student Loan or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunderpursuant to Section 3.1 with respect to any such Student Loan. In choosing Eligible addition, any such substitution shall occur only upon satisfaction of each of the following conditions on or prior to the date of the related Assignment: (i) the Transferor shall have deposited in the Collection Account all collections in respect of the Qualified Substitute Student Loans to be substituted pursuant to this Article VIon and after each applicable date of Assignment; (ii) as of the date of the related Assignment, the Seller Transferor shall make a reasonable determination that the Eligible Loans to be substituted not have been insolvent nor will it have been made insolvent by such transfer nor is it aware of any pending insolvency; (iii) such addition will not have result in a material adverse effect Federal or State tax consequence to the Issuer or the Noteholders; (iv) the Transferor shall have delivered to the Trustee, the Eligible Lender Trustee and the Indenture Trustee, the Opinion of Counsel required by Section 6.2(e)(1) hereof; provided that no opinion shall be required under this subsection (iv) unless the Transferor, the Issuer or the Indenture Trustee determines that, with regard to the most recent opinion on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding matters described in either such substituted Loans will be executed and subclause that was delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans (whether on the Closing Date or thereafter under this subsection or under another provision of the Basic Documents), the conclusion of, or the reasoning underlying, such opinion is no longer correct in all material respects due to a change in law or regulations or the ruling of a court, an administrative tribunal or a regulatory or other governmental authority; upon making any such determination, whichever of the Transferor, Issuer and the Indenture Trustee makes such determination shall notify the others and the Rating Agencies; and provided, further, that none of the Issuer or the Indenture Trustee shall have any obligation to monitor changes in laws or regulations or the rulings of courts or other governmental agencies for the purpose of making any determination described in this clause (iv); (v) the Transferor shall have taken any action required to maintain the first perfected ownership interest of the Issuer in the manner provided Trust Estate and the first perfected security interest of the Indenture Trustee in Section 2.06 the Collateral; (vi) no selection procedures believed by the Transferor to be adverse to the interests of the Noteholders shall have been utilized in selecting the Qualified Substitute Student Loans; and (vii) no Event of Default shall have occurred under the Indenture, no Servicer Default shall have occurred under the Servicing Agreement and no Administrator Default shall have occurred under the Administration Agreement. The sole remedy Upon any such substitution and the deposit to the Collection Account of the Purchaseramount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee, the Noteholders and the Certificateholders Issuer shall release any documentation held with respect to a breach the Financed Student Loan being substituted for (the "Deleted Student Loan") to the Transferor and shall execute and deliver at the Transferor's direction such instruments of transfer or assignment prepared by the Seller Transferor, in each case without recourse, as shall be necessary to vest in the Transferor's interest in any Deleted Student Loan substituted for pursuant to Article V hereof shall be to require this Section 3.2. For any month in which the Seller to purchase Trust Transferor substitutes one or more Qualified Substitute Student Loans for one or more Deleted Student Loans, to reimburse the Purchaser Servicer will determine the amount (if any) by which as provided above or to substitute of the date of the relevant Assignment the aggregate principal balance of all such Qualified Substitute Student Loans pursuant to this Article VIis less than the aggregate principal balance of all such Deleted Student Loans. Trustee The amount of such shortage (the "Substitution Adjustment Amount") shall have no duty to conduct any affirmative investigation as to be deposited in the occurrence Collection Account by the Transferor on or before the date of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIrelevant Assignment.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related ▇B▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu A. Subject to the fulfillment of repurchasing Trust Student Loans all of the conditions set forth in the following subsection B, Lessee shall have the right to deliver a rejectable offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a Substitute Property for a Property if the terms of Section 21.B of this Lease permit such substitution (each, a "Casualty/Condemnation Substitution"). From and after the third anniversary of the Effective Date and subject to the fulfillment of all of the conditions set forth in the following subsection B, Lessee shall also have a one time right to deliver a Rejectable Substitution Offer to substitute a Substitute Property for a Property if the Fixed Charge Coverage Ratio (with the definitions of Section 8.A being deemed to be modified, as contemplated by subsection B(i)(2) below to provide for a calculation of a "Fixed Charge Coverage Ratio" for the Property to be replaced only) for the Property to be replaced is less than 1.1:1 for the FCCR Period (an "Uneconomic Substitution"); provided, however, Lessee shall not have the right to substitute more than 5 of the Properties pursuant to this Article VI, paragraph. Each Rejectable Substitution Offer shall identify the Seller may, at its option, substitute Eligible Loans or arrange for the substitution proposed Substitute Property in reasonable detail and contain a certificate executed by a duly authorized officer of Eligible Loans Lessee pursuant to which are substantially similar on an aggregate basis Lessee shall certify that in Lessee's good faith judgment such proposed Substitute Property satisfies as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e.such notice, in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, satisfy as of the date of the closing of such substitution, with all of the representations applicable conditions to substitution set forth in this Section 56. Lessee agrees to deliver to Lessor all of the diligence information and warranties made hereundermaterials contemplated by the provisions of Section 56.B of this Lease within 30 days after the delivery to Lessor of a Rejectable Substitution Offer. In choosing Eligible Loans Lessor shall have 90 days from the delivery of a Rejectable Substitution Offer notice satisfying the requirements of the preceding paragraph to deliver to Lessee written notice of its election to either accept or reject the Rejectable Substitution Offer. Lessor's failure to deliver such notice within such time period shall be deemed to constitute Lessor's acceptance of the Rejectable Substitution Offer. If the Mortgage corresponding to the Property to be substituted replaced is still outstanding, any rejection of the Rejectable Substitution Offer by Lessor shall not be effective unless it is consented to in writing by Lender. If Lessor accepts the Rejectable Substitution Offer or is deemed to have accepted the Rejectable Substitution Offer or if Lender does not consent in writing to any rejection of the Rejectable Substitution Offer by Lessor, then Lessee shall complete such substitution, subject, however, to the satisfaction of each of the applicable terms and conditions set forth in this Section 56. If Lessor rejects the Rejectable Substitution Offer pursuant to this Article VIthe previous paragraph for reasons other than that, in Lessor's reasonable judgment, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will proposed Substitute Property would not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by satisfied the applicable parties. In the event that the Seller elects substitution conditions set forth in this Section 56, and such rejection is consented to substitute Eligible Loans pursuant to this Article VIby Lender, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.then:

Substitution. In If a Seller delivers to the Issuer a Qualified Substitute Loan or Qualified Substitute Loans in lieu of repurchasing Trust Student Loans pursuant to this Article VIpayment for the repurchase of a Defaulted Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit J hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Issuer shall cause the Servicer to deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and the Collateral Agent and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, in-schoolthe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, gracethe Issuer shall be deemed to have made the representations, defermentand warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer's representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ the substitution of Sale regarding such substituted one or more Qualified Substitute Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VIfor one or more Defaulted Loans, the Seller will remit Servicer shall determine the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Administrator the amount of any shortfall between the Purchase Amount Trustee and treated as if it were a portion of the substituted Eligible Loans Release Price for the Defaulted Loan and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans included in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser Available Funds as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsuch.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its optionsubject to agreement with and acceptance by Buyer upon one (1) Business Day’s notice, substitute Eligible Loans or arrange for the substitution of Eligible Loans other assets, including U.S. Treasury Securities, which are substantially similar on an aggregate basis the same as the Purchased Loans (the “Substitute Loans”) for any Purchased Loans. Such substitution shall be made by transfer to Buyer of such Substitute Loans and transfer to Seller of such Purchased Loans (the date of substitution “Reacquired Loans”) along with the other information to the Trust Student Loans for which they are being substituted be provided with respect to the following characteristics:applicable Substitute Loan as described in the form of Transaction Notice. Upon substitution, the Substitute Loans shall be deemed to be Purchased Loans, the Reacquired Loans shall no longer be deemed Purchased Loans, Buyer shall be deemed to have terminated any security interest that Buyer may have had in the Reacquired Loans and any Purchased Items solely related to such Reacquired Loans, with respect to any Reacquired Loans that are eMortgage Loans, Agent shall initiate a Transfer of Location and a Transfer of Control of the eNotes and Seller or its designees shall cause to be initiated a transfer of Delegatee and Master Servicer or Subservicer, as applicable, status with respect thereto as may be directed by Seller or its designees, in each case using MERS eDelivery and the MERS eRegistry, and Buyer shall transfer any such Reacquired Loans and related Purchased Items to Seller unless such termination and release would give rise to or perpetuate an unpaid, due and payable Margin Call. Concurrently with any termination and release described in this Section 16, Buyer shall execute and deliver to Seller upon request and Buyer hereby 118109294\V-13 authorizes Seller to file and record such documents as Seller may reasonably deem necessary or advisable in order to evidence such termination and release. (ip) status (i.e., in-school, grace, deferment, forbearance or repayment); (iiThe proviso at the end of Section 19(a)(i)(A) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitutionAgreement is hereby deleted and replaced in its entirety with the following: ; provided, with all of however, in the representations and warranties made hereunder. In choosing Eligible Loans to be substituted event that Seller repurchases any Purchased Loan pursuant to this Article VISection 19(a)(i), the Buyer shall deliver to Seller shall make a reasonable determination that the Eligible Loans any and all original papers, records and files relating to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement such Purchased Loan then in its possession and/or control and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 any such Purchased Loan that is an eMortgage Loan, Agent shall initiate a Transfer of Location and a Transfer of Control of the Administration Agreement. The sole remedy eNotes and Seller or its designees shall cause to be initiated a transfer of Delegatee and Master Servicer or Subservicer, as applicable, status with respect thereto as may be directed by Seller or its designees, in each case using MERS eDelivery and the MERS eRegistry. (q) Section 19(c) of the Purchaser, Agreement is hereby deleted and replaced in its entirety with the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.following:

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit J hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due and other amounts received with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. Scheduled Payments due on a Defective Loan on or prior to the Calculation Date next preceding the date of substitution shall be property of the Issuer, in-schooland after such last day of the Due Period next preceding the date of substitution the Seller shall be entitled to retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Issuer shall cause the Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and the Collateral Agent and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, gracethe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, defermentthe Issuer shall be deemed to have made the representations, forbearance or repayment); (ii) Program type (i.e.and warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer's representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitutionthe substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the Substitution Adjustment Amount. If such Defective Loan constitutes a Sale Defective Loan as defined in the Purchase Agreement and related ▇▇▇▇ of Sale regarding pursuant to which the Depositor acquired such substituted Loans will be executed and delivered by Defective Loan, the Issuer shall direct the applicable partiesSeller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. In Such Substitution Adjustment Amount shall be paid to the event that Trustee and treated as if it were a portion of the Seller elects to substitute Eligible Loans Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Article VIIndenture, the Seller will remit Issuer shall have no obligation or liability to pay the Administrator the amount of any shortfall between the Purchase Substitution Adjustment Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to such Defective Loan should the Trust Student Loans in applicable Seller fail to perform its obligation under the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, Law EXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant Subject to this Article VISection 12.07 below, Tenant shall have the Seller mayright to substitute like-kind assets for the Property Locations; provided, at its optionhowever, substitute Eligible Loans or arrange for that (i) Tenant shall not have any such substitution right if the substitution of Eligible Loans which are substantially similar on an aggregate basis any Property Location would cause Landlord to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the date Internal Revenue Code of 1986, as the same may be amended from time to time (the “Code”) or such substituted like-kind asset is not “real property” under Section 856 of the Code, and (ii) Landlord may irrevocably elect to retain the Property Locations that Tenant requests for substitution. If Tenant elects to conduct a substitution such that another unencumbered property location or locations (the “Substitute Property”) is substituted for a Property Location being released: (a) Tenant shall reimburse Landlord for substitution fees, costs and expenses (including without limitation, fees and expenses related to legal opinions) charged by Landlord’s Lender and other out-of-pocket fees and costs reasonably and actually incurred by Landlord in connection with such substitution; (b) Subject to the Trust Student Loans requirements set forth in this Section 12.05, Landlord covenants that it shall provide Tenant with such cooperation as Tenant may reasonably request to qualify any exercise by Tenant of a substitution right under this Section 12.05 as a transaction qualifying under Section 1031 of the Code, provided, however, that (i) Landlord shall not be obligated to pay, suffer or incur any additional expenses or liabilities as a result of cooperating in Tenant’s exchange and Landlord shall not be obligated to acquire any other real property in connection with Tenant’s exchange; (ii) Landlord shall not have any liability to Tenant for which they are being substituted failure of the exchange to qualify under the Code; (iii) except as otherwise expressly provided in this Lease, any assignment(s) made by Tenant in connection with respect such exchange shall not relieve Tenant of its obligations under this Lease; and (iv) the completion of one or more tax-deferred exchanges is not a condition to the following characteristicsperformance by Tenant of the obligations of Tenant set forth in this Lease; and (c) The substitution shall comply with the substitution requirements, if any, of Landlord’s Lender related to substitution, as well as the following: (i) status (i.e., in-school, grace, deferment, forbearance the Substitute Property shall be made subject to this Lease with no decline in Base Rent or repayment)any other Rent due hereunder; (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans the appraised value of the Substitute Property shall be equal to or Signature Student Loans)greater than the appraised value of the Property Location being released; (iii) school typethe Substitute Property shall have a store level profitability equal to or greater than the store level profitability of the Property Location being released; (iv) total returnto the extent required by its Lender, Landlord shall have obtained (1) the written consent of its Lender to such substitution, and (2) confirmation from each statistical rating agency that has assigned a rating to securities sold in any Securitization (defined below) in which any loan related to a Mortgage has been included that such Substitute Property shall not result in the downgrade, withdrawal or qualification of any securities backed by such respective loan; (v) principal balanceno Default under this Lease has occurred and is continuing; (vi) the Property Location being substituted shall be released from this Lease; (vii) with respect to the Substitute Property, Landlord and its Lender shall have received an engineering report and an environmental report acceptable to Landlord and its Lender; and (viviii) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as Landlord shall have received an officer’s certificate of Tenant certifying that the square footage of the date of substitution, Substitute Property complies with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided provisions in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser12.07 hereof, the Trustee, the Noteholders and the Certificateholders along with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsquare footage calculations in support thereof.

Substitution. In lieu If under a Purchase Agreement, a Seller delivers a Qualified Substitute Loan for release of repurchasing Trust Student Loans pursuant to this Article VIa Defective Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit F hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due and other amounts received with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. Scheduled Payments due on a Defective Loan on or prior to the Calculation Date next preceding the date of substitution shall be property of the Issuer, in-schooland after such Calculation Date next preceding the date of substitution the Seller shall be entitled to receive and retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Servicer shall deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, gracethe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, defermentthe Issuer shall be deemed to have made the representations, forbearance or repayment); (ii) Program type (i.e.and warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitutionthe substitution of one or more Qualified Substitute Loans for one or more Defective Loans, the Servicer shall determine the Substitution Adjustment Amount. If such Defective Loan constitutes a Sale Defective Loan as defined in the Purchase Agreement and related ▇▇▇▇ of Sale regarding pursuant to which the Depositor acquired such substituted Loans will be executed and delivered by Defective Loan, the Issuer shall direct the applicable partiesSeller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. In Such Substitution Adjustment Amount shall be paid to the event that Trustee and treated as if it were a portion of the Seller elects to substitute Eligible Loans Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Article VIIndenture, the Seller will remit Issuer shall have no obligation or liability to pay the Administrator the amount of any shortfall between the Purchase Substitution Adjustment Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to such Defective Loan should the Trust Student Loans in applicable Seller fail to perform its obligation under the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-schoolin­school, grace, deferment, forbearance or repayment);repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans);, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, MD EXCEL Loans, Direct­to­Consumer Loans or Private Consolidation Loans); (iii) school type;type; (iv) total return;return; (v) principal balance; balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller (a) The Borrower may, at its optionany time following a sale or Total Loss of a Vessel, substitute Eligible Loans or arrange for request the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution that Vessel by a replacement vessel. The replacement vessel shall be required to the Trust Student Loans for which they are being substituted with respect to the following characteristicsbe: (i) status as at the time of substitution, of at least equal value to the Vessel which is being replaced, such valuation to be conducted in accordance with Clause 22 (i.e., in-school, grace, deferment, forbearance or repaymentValuations) and have been conducted no more than forty five (45) days prior to the Substitution Date (as defined below); (ii) Program type a dry bulk carrier which is less than ten (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans10) years of age as at the Substitution Date (as defined below);; and (iii) school typewith the same or a similar remaining useful life as the Vessel, such determinations to be made in the sole discretion of the Facility Agent acting on behalf of the Lenders (the Replacement Vessel). (b) Any such request by the Borrower pursuant to Clause 21(a) above (the Replacement Request) shall be made to the Facility Agent in writing at least thirty (30) Business Days prior to the proposed date of substitution (the Substitution Date) and shall be accompanied by evidence of compliance by the Borrower of the conditions specified in Clause 21(a). (c) Subject to satisfaction of the above conditions in full, the Facility Agent shall be required to agree to a Replacement Request provided that: (i) the Facility Agent has received in writing confirmation from the Majority Lenders consenting to the Replacement Request (and the Lenders agree that such confirmation shall be provided as long as the conditions specified in Clause 21(a) have been satisfied); and (ii) as at the date of either the Replacement Request or the Substitution Date, no Default or Event of Default is outstanding; and (iii) there are no adverse tax, credit or other relevant implications which, in the opinion of the Facility Agent, may arise as a result of the substitution; (iv) total returnthe Facility Agent has received a survey in respect of the Replacement Vessel, conducted in accordance with the Facility Agent’s instructions; (v) principal balancethe Facility Agent has received evidence in form and substance satisfactory to it that the Replacement Vessel is registered with an Approved Flag State in the name of a Guarantor; and (vi) remaining term on or prior to maturity. In additionthe Substitution Date, each substituted Eligible Loan the Obligors will complyhave executed (and where, relevant, registered) equivalent Security Documents in relation to the Replacement Vessel, including but not limited to a Mortgage and a Junior Mortgage, a General Assignment, a Junior General Assignment, and such other security documents as the Facility Agent may in its sole discretion determine appropriate in order to place the Finance Parties in substantially the same position in all respects (mutatis mutandis) as they would have been in prior to the Substitution Date. (d) Each of the date of substitution, with all Obligors agrees that following a Replacement Request it will duly execute and deliver such further documents and instruments and take such further action as the Facility Agent requests in order to effect the Replacement Request. (e) Each of the representations Facility Agent and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination Borrower agree and confirm that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In costs in connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit Replacement Request (including but not limited to the Administrator the amount costs of any shortfall between legal advisers and any costs incurred in valuing and surveying the Purchase Amount Replacement Vessel) shall be for the account of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIBorrower.

Substitution. In lieu of repurchasing Trust Student The Depositor or the applicable Servicer may substitute a Replacement Mortgage Loan or Loans for any Mortgage Loan required to be repurchased pursuant to Section 2.01, 2.02, 2.03 or 2.04 or the applicable Warranty and Servicing Agreement, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03 or the applicable Warranty and Servicing Agreement; provided that any such substitution must be effected within three months after the Delivery Date (or within two years after the Delivery Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(A)(ii) of the Code) and must be accompanied by an Officers' Certificate delivered to the Trustee, certifying that such Replacement Mortgage Loan conforms to the requirements of this Article VIAgreement, and by an Opinion of Counsel to the Seller mayeffect that such substitution will not cause REMIC I or REMIC II to fail to qualify as a REMIC and will not result in a prohibited transaction tax, at its option, substitute Eligible Loans or arrange which Opinion of Counsel shall be paid for by the Person desiring to make such substitution. In connection with the substitution of Eligible one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Trustee will determine the amount (if any) by which are substantially similar on an the aggregate basis principal balance of all such Replacement Mortgage Loans as of the date of substitution is less than the aggregate Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to Certificateholders in the Trust Student Loans for which they are being substituted with respect to month of substitution). The Depositor or the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will complyServicer, as the case may be, shall deposit the amount of such shortfall into the date Certificate Account on the day of substitution, with all without any reimbursement therefor. The Depositor or the Servicer, as the case may be, shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and by an Opinion of Counsel to the effect that such substitution will not cause: (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, Code or on contributions after the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount startup date" under Section 860G(d)(1) of the substituted Eligible Loans and the Purchase Amount Code or (b) any portion of the Trust Student Loans for which they are being substituted. The Seller shall also remit Fund to the Administrator an amount equal fail to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to qualify as a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct REMIC at any affirmative investigation as to the occurrence of time that any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VICertificate is outstanding.

Substitution. (a) In lieu of repurchasing reacquiring Trust Student Loans pursuant to this Article VISection 6.1 hereof, the Seller Transferor may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) principal balance; (ii) status (i.e., in-school, grace, deferment, forbearance or repayment); (iiiii) Program program type (i.e., MEDLOANS, LAW Loans, MBA Unsubsidized Consolidation Loans or Signature Student LoansSubsidized Consolidation Loans (pre-1993 vs. post-1993); (iii) school type); (iv) total returnschool type (if available); (v) principal balanceinterest rate; and (vi) remaining term to maturity. ; provided that, none of the Substituted Loans shall have a maturity date later than six months prior to the Class B Maturity Date. (b) In addition, each substituted Eligible Substituted Loan will comply, as of the related Transfer Date or as of the date of substitutionotherwise noted, with all of the representations and warranties made hereunderpursuant to Section 5.2 hereof. In choosing Eligible Loans to be substituted pursuant to this Article VISection 6.2, the Seller Transferor shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale the Subsequent Transfer Agreement and related Subsequent ▇▇▇▇ of Sale Transfer regarding such substituted Substituted Loans will be executed and delivered by the applicable parties. . (c) In the event that the Seller Transferor elects to substitute Eligible Loans pursuant to this Article VISection 6.2, the Seller Transferor will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Substituted Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller Transferor shall also remit to the Administrator an amount equal to all non-guaranteed accrued interest amounts (including, without limitation, Interest Subsidy Payments) and forfeited Special Allowance Payments with respect to the Trust Student Loans in the manner provided in Section 2.06 2.6 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. Paragraph 9 of the Master Repurchase Agreement is amended by deleting the existing Paragraph 9 in its entirety and replacing it with the following language: (a) In lieu the case of repurchasing Trust Student Loans pursuant any Transaction for which the Repurchase Date is other than the Business Day immediately following the Purchase Date, such Seller shall have the right, subject to the proviso to this Article VIsentence, upon notice to Buyer, which notice shall be given at or prior to noon (12:00 p.m.) (New York time) on the preceding Business Day, to substitute substantially the same Mortgage Assets for any Purchased Mortgage Assets; provided, however, that Buyer, in its sole and absolute discretion, may elect, by the close of business on the Business Day next following the Business Day on which notice is received not to accept such substitution. In the event such substitution is accepted by Buyer, such substitution shall be made by such Seller's transfer to Buyer of additional Mortgage Assets, and after substitution, the substituted additional Mortgage Loans shall be deemed to be Purchased Mortgage Assets. In the event Buyer elects not to accept such substitution, Buyer shall offer such Seller maythe right to terminate the Transaction. If such Seller elects to terminate such Transaction (which election shall be made in writing within five (5) Business Days of Buyer's offer to such Seller of the right to terminate the transaction), at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to termination will be determined in accordance with Paragraph 3(c) of the Trust Student Loans for which they are being substituted with respect to the following characteristics:Master Repurchase Agreement. (ib) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as the event any of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans Sellers exercises its right to be substituted substitute or terminate pursuant to this Article VIsubparagraph (a), the Seller shall make a reasonable determination that the Eligible Loans be obligated to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitutionpay to Buyer, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount close of the substituted Eligible Loans and Business Day of such substitution or termination, as the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator case may be, an amount equal to (A) Buyer's actual cost (including all interest amounts with respect fees, expenses and commissions) of (i) entering into replacement Transactions; and (ii) entering into or terminating hedge transactions, (B) to the Trust Student Loans extent Buyer determines not to enter into replacement Transactions, the loss incurred by Buyer directly arising or resulting from such substitution or termination and (C) in the manner provided in Section 2.06 case of the Administration Agreementtermination of any Transaction, the related Repurchase Price for such Purchased Mortgage Assets. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof foregoing amounts shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIdetermined and calculated solely by Buyer on a commercially reasonable basis.

Substitution. In If a Seller delivers to the Issuer a Qualified Substitute Loan or Qualified Substitute Loans in lieu of repurchasing Trust Student Loans pursuant to this Article VIpayment for the repurchase of a Defaulted Loan, the Seller may, at its option, substitute Eligible Issuer shall execute a Supplemental Grant in substantially the form of Exhibit F hereto and deliver such Supplemental Grant to the Trustee and the Collateral Agent. Payments due with respect to Qualified Substitute Loans on or arrange for prior to the substitution of Eligible Loans which are substantially similar on an aggregate basis as of Calculation Date next preceding the date of substitution shall not be property of the Issuer, but, to the Trust Student Loans for which they are being substituted extent received by the Servicer, will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date. Payments due with respect to the following characteristics: (i) status (i.e.Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Servicer shall electronically deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, in-schoolthe Qualified Substitute Loan or Qualified Substitute Loans shall be subject to the terms of this Indenture in all respects, gracethe Issuer shall be deemed to have made the representations, defermentand warranties with respect to each Qualified Substitute Loan set forth in Section 5.1 and 5.2 of this Indenture, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, in each substituted Eligible Loan will comply, case as of the date of substitution, with all and the Issuer shall be deemed to have made a representation and warranty that each Loan so substituted is a Qualified Substitute Loan as of the date of substitution. The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the Issuer has breached the Issuer’s representations and warranties made hereunder. In choosing Eligible Loans in Section 5.1 and 5.2 to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholderssame extent as for any other Pledged Loan. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ the substitution of Sale regarding such substituted one or more Qualified Substitute Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VIfor one or more Defaulted Loans, the Seller will remit Servicer shall determine the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Administrator the amount of any shortfall between the Purchase Amount Trustee and treated as if it were a portion of the substituted Eligible Loans Release Price for the Defaulted Loan and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans included in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser Available Funds as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIsuch.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. (a) In lieu of repurchasing reacquiring or repurchasing, as applicable, Trust Student Loans pursuant to this Article VISection 6.1 hereof, the Seller Transferor may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) principal balance; (ii) status (i.e., in-school, grace, deferment, forbearance or repayment); (iiiii) Program program type (i.e., MEDLOANS, LAW Loans, MBA Unsubsidized Consolidation Loans or Signature Student LoansSubsidized Consolidation Loans (pre-1993 vs. post-1993); (iii) school type); (iv) total returnschool type (if available); (v) principal balanceinterest rate; and (vi) remaining term to maturity. ; provided that, none of the Substituted Loans shall have a maturity date later than six months prior to the Class B Maturity Date. (b) In addition, each substituted Eligible Substituted Loan will comply, as of the related Transfer Date or as of the date of substitutionotherwise noted, with all of the representations and warranties made hereunderpursuant to Section 5.2 hereof. In choosing Eligible Loans to be substituted pursuant to this Article VISection 6.2, the Seller Transferor shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale the Subsequent Transfer Agreement and related Subsequent ▇▇▇▇ of Sale Transfer regarding such substituted Substituted Loans will be executed and delivered by an Authorized Officer or agent of the applicable parties. In . (c) The Transferor shall remit (i) in the event that the Seller Transferor elects to substitute Eligible Loans pursuant to this Article VISection 6.2, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Substituted Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator substituted and (ii) an amount equal to all non-guaranteed accrued interest amounts (including, without limitation, Interest Subsidy Payments) and forfeited Special Allowance Payments with respect to the Trust Student Loans Loans, in each case in the manner provided in Section 2.06 2.6 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans, Signature Student Loans, EXCEL Loans, Law EXCEL Loans, MBA EXCEL Loans, MD EXCEL Loans, Direct-to-Consumer Loans or Signature Student Private Consolidation Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related ▇B▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, Law EXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related ▇B▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans or Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇B▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu the case of repurchasing Trust Student Loans pursuant any Transaction for which the Repurchase Date is other than the Business Day immediately following the Purchase Date, such Seller shall have the right, subject to the proviso to this Article VIsentence, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution upon notice to the Trust Student Loans Purchasers, which notice shall be given at or prior to noon (12:00 p.m.) (New York time) on the preceding Business Day, to substitute substantially the same Mortgage Assets for which they are being substituted with respect to the following characteristics: (i) status (i.e.any Purchased Mortgage Assets; provided, in-schoolhowever, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect Administrative Agent, in its sole and absolute discretion, may elect, by the close of business on the Noteholders. In connection with each Business Day next following the Business Day on which notice is received not to accept such substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that such substitution is accepted by the Administrative Agent, such substitution shall be made by such Seller’s transfer to the Purchasers of additional Mortgage Assets, and after substitution, the substituted additional Mortgage Loans shall be deemed to be the Purchased Mortgage Assets relating to the Transaction pursuant to which the original Purchased Mortgage Assets were purchased. In the event the Administrative Agent elects not to accept such substitution, the Purchasers shall offer such Seller the right to terminate the Transaction. If such Seller elects to terminate such Transaction (which election shall be made in writing within five (5) Business Days of the Purchasers’ offer to such Seller of the right to terminate the transaction), the date of termination will be determined in accordance with Section 2.5. In the event any of the Sellers exercises its right to substitute Eligible Loans or terminate pursuant to this Article VIsubparagraph (a), the Seller will remit Sellers shall be jointly and severally obligated to pay to the Administrator Purchasers, by the amount of any shortfall between the Purchase Amount close of the substituted Eligible Loans and Business Day of such substitution or termination, as the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator case may be, an amount equal to (A) the Purchasers’ actual cost (including all interest amounts with respect fees, expenses and commissions) of (i) entering into replacement Transactions; and (ii) entering into or terminating hedge transactions, (B) to the Trust Student Loans extent Purchasers determine not to enter into replacement Transactions, the loss incurred by the Purchasers directly arising or resulting from such substitution or termination and (C) in the manner provided in Section 2.06 case of the Administration Agreementtermination of any Transaction, the related Repurchase Price for such Purchased Mortgage Assets. The sole remedy of the Purchaser, the Trustee, the Noteholders foregoing amounts shall be determined and the Certificateholders with respect to a breach calculated solely by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIPurchasers on a commercially reasonable basis.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.

Substitution. In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Law Loans, MBA Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, MD EXCEL Loans, Direct-to-Consumer Loans or Signature Student Private Consolidation Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Purchase Agreement and related ▇B▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.this