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 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 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 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 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 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 (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 A. Subject to the fulfillment of repurchasing Trust Student Loans all of the conditions set forth in the following Section 55.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 Sections 21.C or 21.D of this Lease permit such substitution (each, a "Casualty/Condemnation Substitution"); or (ii) the terms of Section 57 of this Lease permit such substitution (each, an "Economic 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 55. Lessee agrees to deliver to Lessor all of the diligence information and warranties made hereundermaterials contemplated by the provisions of Section 55.B of this Lease within 30 days after the delivery to Lessor of a Rejectable Substitution Offer. In choosing Eligible Loans Lessor shall have 120 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 pursuant 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 and such written consent is delivered to Lessee within such 120-day period. 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 as provided in this Article VISection 55, the Seller then Lessee 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 complete such substitution, a Sale Agreement and related ▇▇▇▇ subject, however, to the satisfaction of Sale regarding such substituted Loans will be executed and delivered by each of the applicable partiesTerms and conditions set forth in this Section 55. In If Lessor rejects the event that Rejectable Substitution Offer and Lessee has satisfied the Seller elects applicable requirements for substitution set forth in this Section 55, and such rejection is consented 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 by Lender as provided in this Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser55, 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 of repurchasing Trust Student Loans pursuant Notwithstanding anything to this Article VIthe contrary set forth in Section 2.4 hereof, Borrower may substitute (each a “Substitution”) a property (the Seller may, at its option, substitute Eligible Loans or arrange “Substitute Property”) for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution Property upon and subject to the Trust Student Loans for which they are being substituted following terms and conditions: (a) There shall be no more than one (1) Substitution in the aggregate with respect to the following characteristics:Property and the other Properties effected during the term of the Loan. (b) Lender shall have received at least sixty (60) days prior written notice requesting the Substitution and identifying the Substitute Property. (c) The Substitute Property shall be a fee parcel and used and operated as a hotel of like kind and quality as the hotel operated on the Property as of the Closing Date and shall have been completed lien-free and paid for in full in a good and workmanlike manner and in compliance, in all material respects, with all applicable Legal Requirements. (d) On the Substitution Date, the Loan (in such capacity the “Replaced Loan”) secured by the Mortgage and Second Mortgage encumbering the Substitute Property shall be repaid in full and, subject to the terms hereof, Lender shall make a new Loan (simultaneously with the full repayment of the Replaced Loan) in an amount equal to the then principal balance of the Replaced Loan (the “Substitution Loan”) to the owner (which shall qualify as a Qualified Borrower) of the Substitute Property (the “Substitute Borrower”). Notwithstanding the foregoing, at Lender’s election, the foregoing may be affected by the Substitute Borrower assuming the Replaced Loan (in which event the Replaced Loan shall constitute a Substitution Loan) and the contemporaneous release of the applicable Borrower (the “Replaced Borrower”) from its obligations in respect of the Replaced Loan. The Substitute Borrower shall execute and deliver a Joinder Acknowledgment and Substitution Loan shall constitute a Loan hereunder. (i) status The appraised fair market value of the Substitute Property shall be equal to or greater than the original appraised value of the Property as set forth in the appraisal delivered to Lender in connection with the closing of the Loan. The fair market value of the Property and Substitute Property shall be determined by a firm of appraisers selected by Borrower and approved by Lender (i.e.which approval shall not be unreasonably withheld, in-schooldelayed or conditioned) and based on an appraisal, grace, deferment, forbearance dated not more than ninety (90) days prior to the Substitution Date reasonably satisfactory to Lender. All costs of such appraisals shall be paid by Borrower on or repayment);prior to the Substitution Date. (ii) Program type The actual Net Cash Flow relating to the Substitute Property (i.e.based upon the trailing twelve (12) month financial results or such shorter period, MEDLOANSas Lender reasonably deems appropriate, LAW Loansif the Substitute Property has been open for business for less than one year) shall equal or exceed the actual Net Cash Flow relating (based upon the trailing twelve (12) month financial results or such shorter period, MBA Loans or Signature Student Loans);as Lender reasonably deems appropriate, if the Property has been open for business for less than one year) to the Property. (iiif) school type;Lender shall have received from Substitute Borrower and such other Persons as Lender deems reasonably appropriate a Mortgage, a Second Mortgage, a Loan Agreement, a Note, an Equity Pledge Agreement, all other Loan Documents and Junior Lender Security Documents executed by Borrower, Guarantor and/or any other Person (all of which shall be substantially the form of the Loan Documents executed in respect of the Loan with such changes thereto as Lender reasonably deems appropriate to reflect the circumstances of the Substitution) (collectively, the “Substitute Loan Documents”). (ivg) total return; The Substitute Loan Documents, financing statements, and other instruments required to perfect the liens in the collateral contemplated thereby required by Lender shall have been recorded, registered and filed (vas applicable) principal balance; and (vi) remaining term in such manner as may be required by law to maturity. In additioncreate a valid, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations perfected lien 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 security interest amounts with respect to the Trust Student Loans Substitute Property and the personal property related thereto. (h) The liens created by the Substitute Loan Documents shall be first liens and prior security interests on the Substitute Property and the personal property related thereto (other than the Second Mortgage), subject only to such exceptions as Lender shall approve in its sole discretion. (i) Upon the manner provided in Section 2.06 closing of the Administration AgreementSubstitute Property (the “Substitution Date”), the Borrower shall have good and marketable title to the Substitute Property, and good and valid title to any personal property located thereon or used in connection therewith, in each case satisfactory to the Lender. (j) Lender shall, at Borrower’s sole cost and expense, receive and approve all Additional Due Diligence Materials. (k) Lender shall have received (x) a confirmation of all Loan Documents executed by Guarantor and a consent to such Substitution by Guarantor, (y) a confirmation of all guaranties executed by the Other Borrowers and all pledges executed by the pledgors thereof and a consent to such Substitution by the Other Borrowers and pledgors, and (z) such other instruments and agreements and such certificates and opinions of counsel, in form and substance reasonably satisfactory to Lender in connection with such Substitution as it may reasonably request. (l) The Substitute Property shall be located within the continental United States. (m) No Default or Event of Default shall have occurred and be continuing hereunder, under any other Loan Document or under the Other Borrower Loan Documents on the Substitution Date, and Borrower shall have delivered to Lender an Officer’s Certificate in form reasonably acceptable to Lender certifying to same. (n) Borrower shall pay all reasonable out-of-pocket costs and expenses incurred in connection with any such Substitution and the reasonable out-of-pocket fees and expenses incurred by Lender and Servicer in connection therewith. The sole remedy Without limiting the generality of the Purchaserforegoing, Borrower shall, in connection with, and as a condition to, a Substitution, pay the reasonable fees and expenses of Lender’s attorneys, the Trusteereasonable fees and expenses of Lender’s engineers, appraisers, construction consultants, insurance consultants and other due diligence consultants and contractors, recording charges, title insurance charges, and stamp and/or mortgage or similar taxes, transfer taxes. (o) Lender shall have received such assurances and confirmations from the Noteholders and Rating Agencies that the Certificateholders Substitution shall not result in a downgrading, withdrawal or qualification of any rating assigned or the preliminary or indicative rating to be assigned to any securities issued in connection with any Securitization. (p) Lender shall be satisfied that the Substitution shall not constitute a preference or fraudulent conveyance or that the Substitution is structured in such a manner as to avoid said risks. (q) A Net Cash Flow Failure shall not be in effect on the Substitution Date. (r) On or before the Substitution Date, all conditions precedent with respect to a breach by the Seller pursuant to Article V hereof Replaced Loan 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 satisfied with respect to the occurrence Substitute Loan, including, without limitation, delivery of any condition requiring Title Policies with respect to the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VISubstitute Property.

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 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 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 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. (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. 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., 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 (a) Notwithstanding anything to the contrary hereinbefore contained, Borrower, at Borrower’s option and at Borrower’s sole cost and expense, may obtain a release of repurchasing Trust Student Loans the lien of the Mortgage and the other Loan Documents from an Individual Property (each such Individual Property so released is hereinafter an “Released Property”) provided that simultaneously with the release of the Released Property, the lien of the Mortgage and the other Loan Documents is spread to encumber a substitute property (each such substitute property so encumbered is hereinafter an “Substitute Property”) and provided further that the conditions set forth in this Section 2.6 are satisfied in connection therewith. For the purposes of this Agreement, each such release of the lien of the Mortgage and the other Loan Documents from a Released Property and the corresponding encumbrance of the Substitute Property and satisfaction of the requirements of this Section 2.6 are herein referred to as a “Property Substitution”. (b) Each Property Substitution shall be subject to the satisfaction of the following conditions: (i) Not less than thirty (30) days prior to the date of Property Substitution, Borrower delivers to Lender a notice (such notice, the “Property Substitution Notice”) setting forth (A) the date of the proposed Property Substitution (the “Property Substitution Date”), (B) a metes and bounds or lot and block description and Survey of the Released Property and (C) a metes and bounds or lot and block description and Survey of the Substitute Property; (ii) no Event of Default shall have occurred and be continuing on the date that Borrower delivers the Property Substitution Notice to Lender or on the date that the Property Substitution is consummated (the “Property Substitution Closing Date”) and in no event shall a Property Substitution cause an Event of Default to occur under the Loan Documents; (iii) on the Property Substitution Closing Date Borrower shall acquire fee simple interest to the Substitute Property subject to no encumbrances other than Permitted Encumbrances; (iv) Borrower shall deliver to Lender an Appraisal of the Substitute Property dated not more than thirty (30) days prior to the Property Substitution Closing Date containing the unqualified opinion of the appraiser that the fair market value of the Substitute Property is no less than the greater of (a) the appraised value of the Released Property on the date of this Agreement as set forth in the Appraisal delivered to Lender in connection with the closing of the Loan or (b) the appraised value of the Released Property on the Property Substitution Closing Date as set forth in an Appraisal of the Released Property dated not more than thirty (30) days prior to the Property Substitution Closing Date; (v) Borrower shall deliver or cause to be delivered to Lender a Phase I environmental report issued by a recognized environmental consultant at Borrower’s expense, and, if recommended under the Phase I environmental report, a Phase II environmental report, which concludes that the Substituted Property does not contain any Hazardous Substances except for nominal amounts of such substances commonly incorporated in or used in the operation of properties similar to the Substituted Property (in either case in compliance with all Environmental Laws) and is not subject to any risk of contamination from any off-site Hazardous Substance. If any such report discloses the presence of any Hazardous Substance or the risk of contamination from any off-site Hazardous Substance, such report shall include an estimate of the cost of any related remediation and Borrower shall deposit (or require the Ground Tenant under the Ground Lease to deposit) with Lender an amount equal to one hundred twenty-five percent (125%) of such estimated, which deposit shall be released to Borrower (or the Ground Tenant under the Ground Lease, as applicable) upon the delivery to Lender of (1) an update to such report indicating that there is no longer any Hazardous Substance on the Substitute Property except for nominal amounts of such substances commonly incorporated in or used in the operation of properties similar to the Substitute Property (in either case in compliance with all Environmental Laws) or any danger of contamination from any off-site Hazardous Substance that has not been fully remediated and (B) paid receipts indicating that the costs of all such remediation work have been paid; (vi) Borrower shall deliver a Physical Conditions Report with respect to the Substitute Property indicating that the Substitute Property is in good condition and repair and free of damage or waste. If the Physical Conditions Report recommends that any repairs be made with respect to the Substitute Property, such Physical Conditions Report shall include an estimate of the cost of such recommended repairs and Borrower shall use commercially reasonable efforts to cause Ground Tenant to perform such repairs in timely manner (subject to force majeure) and Ground Tenant shall deposit with Lender an amount equal to one hundred twenty-five percent (125%) of such estimated cost, which deposit shall constitute additional security for the Loan and shall be released to Borrower upon the delivery to Lender of (A) an update to such Physical Conditions Report or a letter from the engineer that prepared such Physical Conditions Report indicating that the recommended repairs were completed in good manner and (B) paid receipts indicating that the costs of all such repairs have been paid; (vii) Borrower shall use commercially reasonable efforts to cause Ground Tenant under the Ground Lease to deliver to Lender certified copies of insurance policies described in Section 5.1 of this Agreement evidencing that the insurance required thereby, if any, is maintained by Borrower (or by the tenant under the Ground Lease) on the Substitute Property; (viii) if any portion of the Improvements on the Substitute Property is located in an area identified by (A) the Federal Emergency Management Agency in the Federal Register as an area having special flood hazards and/or (B) the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to this Article VIthe Flood Insurance Acts, Borrower shall deliver to Lender evidence of flood hazard insurance (1) in an amount equal to the Seller may, at its option, substitute Eligible Loans or arrange maximum limit of coverage available for the substitution Property under the Flood Insurance Acts plus (2) such additional amounts or other related and/or excess coverage satisfying the Prudent Lender Standard with deductibles no greater than the maximum limit of Eligible Loans coverage available under the Flood Insurance Acts; (ix) Borrower shall have executed and delivered to Lender the Substitute Loan Documents; (x) Borrower shall deliver to Lender evidence that Borrower has the organizational authority to undertake and complete the Property Substitution and that the Substitute Loan Documents have been duly authorized and validly executed by or on behalf of Borrower; (xi) Borrower shall deliver or cause to be delivered to Lender an opinion or opinions of counsel opining as to the due authorization, execution, delivery and enforceability of the Substitute Loan Documents with respect to the Substitute Property; (xii) Borrower shall deliver or cause to be delivered to Lender a copy of the deed conveying to Borrower all right, title and fee or leasehold (as applicable) interest, as applicable, in and to the Substitute Property; (xiii) Borrower shall deliver or cause to be delivered to Lender all Leases, contracts and agreements relating to the leasing and operation of the Substitute Property (other than documents which are substantially were previously delivered to Lender in connection with the closing of the Loan), that were delivered to Borrower by Ground Tenant and, to the extent of any Leases at the Substitute Property, tenant estoppel certificates from then-current Tenants at the Substitute Property and, to the extent any Tenant at the Substitute Property has any right to purchase or similar offer or right, a subordination, non-disturbance and attornment agreement from each such Tenant on Lender’s standard form, with such commercially reasonable changes as may be mutually agreed upon by Tenant and Lender; (xiv) Lender shall have received either a title insurance policy (with a tie-in or similar endorsement to the existing Title Insurance Policy) or an aggregate basis endorsement (the “Endorsement”) to the existing Title Insurance Policy (or a marked, signed and redated commitment in form and substance reasonably satisfactory to Lender to issue such policy or Endorsement, which shall be deemed issued as of the Property Substitution Closing Date) insuring the lien of the Substitute Security Instrument as a first mortgage lien on the Substitute Property dated as of the date of substitution the Property Substitution Closing Date, providing coverage in the amount of the Loan, free and clear of all exceptions (including past due and unpaid real estate taxes) from coverage other than Permitted Encumbrances and standard exceptions and exclusions from coverage (as modified by the terms of any endorsements) reasonably acceptable to the Trust Student Loans for which they Lender, and containing such legally available endorsements and affirmative coverages as are being substituted legally available with respect to the following characteristics:Substitute Property similar to such endorsements and affirmative coverages with respect to the Loan and the Property (including the Released Property) as the existing Title Insurance Policy; (xv) Borrower delivers to Lender evidence reasonably satisfactory to Lender that (i) status the Substitute Property constitutes one or more separately subdivided parcels and one or more separate tax lots; and (i.e.ii) the Substitute Property conforms to and is in compliance in all material respects with any zoning, inbuilding, land use or parking or other Applicable Law applicable to the Property or for the then-schoolcurrent use of the Substitute Property; (xvi) ingress to and egress from the Substitute Property shall be over (i) physically open and fully dedicated public roads or (ii) vehicle and pedestrian easements which (A) provide vehicular and pedestrian access to a physically open and fully dedicated public road, grace(B) are recorded in the chain of title to both the property which is encumbered thereby and the Property, deferment(C) are irrevocable and non-terminable without the consent of the owner of the Substitute Property; provided, forbearance that if requested by Lender and lawfully obtainable, Borrower shall deliver to Lender an endorsement to the Title Insurance Policy, which endorsement shall insure that (x) the benefit of each such easement inures and runs to the benefit of the owner of the Substitute Property, (y) the lien of the Security Instrument is a first lien on Borrower’s beneficial interest in such easement, subject to no exceptions other than Permitted Encumbrances and such other liens approved by Lender in its reasonable discretion or repaymentpermitted in accordance with this Agreement and (z) no then-existing Mortgage, liens, security interests or other encumbrances (other than Permitted Encumbrances and such other liens approved by Lender in its reasonable discretion or permitted in accordance with this Agreement) on the Substitute Property burdened by such easement are superior to, or under any circumstances could terminate, impair or limit the terms of such easement; (xvii) after giving effect to the Property Substitution, the Loan to Value Ratio immediately after the closing of the Property Substitution shall be equal to or less than the Loan to Value Ratio immediately prior to the closing of the Property Substitution; provided, that if the foregoing Loan to Value Ratio requirement is not satisfied, Borrower shall be permitted at its option, in order to satisfy the foregoing condition, prepay, in compliance with Section 2.4 hereof, a portion of the Loan in an amount which, if applied to the unpaid principal balance of the Loan, would result in the Loan achieving an Loan to Value Ratio that satisfies the requirements of this clause (xix); (iixviii) Program type after giving effect to the Property Substitution, the Debt Yield immediately after the closing of the Property Substitution shall be equal to or greater than the Debt Yield immediately prior to the closing of the Property Substitution; provided, that if the foregoing Debt Yield requirement is not satisfied, Borrower shall be permitted at its option, in order to satisfy the foregoing condition, prepay, in compliance with Section 2.4 hereof, a portion of the Loan in an amount which, if applied to the unpaid principal balance of the Loan, would result in the Loan achieving a Debt Yield that satisfies the requirements of this clause (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loansxx); (iiixix) school type; (iv) total return; (v) principal balanceGuarantor shall deliver to Lender a reaffirmation of its obligations under the Guaranty and the provisions in the Mortgage or in any other Loan Document concerning environmental laws, hazardous substances and/or asbestos; and (vixx) remaining term to maturity. In additionBorrower shall have paid all reasonable out-of-pocket costs and expenses incurred by Lender (including, each substituted Eligible Loan will complywithout limitation, as of the date of substitution, with all of the representations reasonable attorneys' fees 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 disbursements) in connection with each substitutionthe Property 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 Borrower shall have no duty to conduct any affirmative investigation as to paid all recording charges, filing fees, taxes or other similar expenses (including, without limitation, Security Instrument and intangibles taxes and documentary stamp taxes) payable in connection with the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIProperty Substitution.

Substitution. In lieu of repurchasing Trust Student Loans If at any time the Lessee Substitutes Substitute Transponders for Buyer’s Transponders pursuant to Section 7(e), 8(a) or 12(a) of the Lease upon the occurrence of a Substitution Event and the Lessee shall have fulfilled the conditions specified in Section 7(e) and, as applicable, Sections 8(a) and 12(a) of the Lease, as in effect on the Closing Date (together with any amendment or modification thereof permitted pursuant to Section 13.1 or 13.2 hereof, and any additional or more stringent conditions imposed on the Lessee in any amendments to such Sections of the Lease subsequent to the Closing Date), then the Indenture Trustee shall, subject to compliance in full with the provisions of this Article VISection 15(b) and upon the written request of, and at the expense of, the Seller mayIndenture Estate execute and deliver to, at its optionor as directed in writing by, substitute Eligible Loans the Owner Trustee an appropriate instrument (in due form for recording, if necessary, prepared by or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as behalf of the date Owner Trustee), releasing the Buyer’s Transponders then being Substituted and any Transaction Documents being replaced by Additional Documents referred to below from the Lien of substitution this Indenture and subjecting the Substitute Transponders to the Trust Student Loans for which they are being substituted Lien of this Indenture (to the extent any such instrument is necessary). A financing statement or statements with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance Substitute Transponders and the related Additional Documents shall be filed by the Owner Trustee in such place or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans places as may be necessary or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term advisable and all other action as may be necessary or advisable in order to maturity. In addition, each substituted Eligible Loan will comply, as of perfect the date of substitution, with all of the representations and warranties made hereunder. In choosing Eligible Loans to be substituted security interest therein created by or pursuant to this Article VI, the Seller Indenture 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 taken and related ▇▇▇▇ an Opinion 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 Counsel with respect to the Trust Student Loans perfection thereof (to the extent that a security interest in Buyer’s Transponders may be perfected) similar to the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders opinion with respect to a breach by perfection delivered on the Seller Closing Date pursuant to Article V hereof Section 3.01(o) of the Participation Agreement shall be delivered 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 VIIndenture Trustee. The Owner Trustee shall have no duty to conduct any affirmative investigation as deliver an Indenture supplement to the occurrence Indenture Trustee subjecting the Substitute Transponders and the related Additional Documents to the Lien of any condition requiring this Indenture. In such event, all provisions of this Indenture relating to Buyer’s Transponders being replaced and the purchase of any Trust Student Loan or documents corresponding to the reimbursement for any interest penalty pursuant Additional Documents related thereto shall be applicable to this Article VIsuch Substitute Transponders and the related Additional Documents with the same force and effect as if such Substitute Transponders were the same Transponders as Buyer’s Transponders being replaced and the related Additional Documents being replaced thereby.

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 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. 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 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, (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. 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. (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 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 Paragraph 9 of the date Master Repurchase Agreement is amended by adding at the end of substitution to the Trust Student Loans last subparagraph the following subparagraphs (c) and (d): (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 Securities for the Purchased Securities (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 securities shall be deemed to maturity. In addition, each substituted Eligible Loan will comply, be substantially the same as Purchased Securities only if they are of the date of substitutionsame or higher credit quality as the Purchased Securities, with all of unless otherwise agreed to by the representations and warranties made hereunder. In choosing Eligible Loans Buyer), Seller shall have the right, subject to be substituted pursuant the proviso to this Article VIsentence, upon ten (10) business days' prior written notice to Buyer, which notice shall be given at or prior to 10:00 a.m. (New York time), to substitute substantially the Seller shall make a reasonable determination same Securities for any Purchased Securities; provided, however, that the Eligible Loans Buyer may elect not to be substituted will not have a material adverse effect on the Noteholders. In connection with each 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 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 subject to subparagraph (d) below. (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; (iii) terminating transactions or substituting securities in like transactions with third parties in connection with or as a result of such substitution or termination; and/or (iv) performing due diligence with respect to substituted Securities, 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 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 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 The Reinsurer shall have the right to (and shall have the right to direct the Subsidiary Grantor to) instruct the Trustee to substitute or exchange assets in the Trust Account and/or the Subsidiary Trust Account (including by terminating, or reducing the face amount of, any Qualifying Letter of repurchasing Credit in accordance with the terms and conditions of the Trust Student Loans Agreement); provided that (a) the replacement assets are Eligible Assets, (b) the replacement assets shall be deposited in the Trust Account and/or the Subsidiary Trust Agreement, as the case may be, on the same day of substitution or exchange, (c) the aggregate Book Value of the replacement assets to be deposited or credited to the Trust Account and/or the Subsidiary Trust Account are at least equal to the aggregate Book Value of the assets being removed from the Trust Account and/or the Subsidiary Trust Account, as the case may be, (d) the Fair Market Value of such substituted assets is equal to or in excess of [***]percent ([***]%) of the Book Value of the assets being withdrawn and either (i) the Market-to-Book Aggregate Limit shall not be exceeded as a result of such substitution or (ii) if the Market-to-Book Aggregate Limit has been met, then, with respect to each and every Eligible Asset deposited pursuant to this Article VISection 4.9, the Seller may, at its option, substitute ratio of (1) the Fair Market Value of each such Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis Asset as of the such date of deposit to (2) the Book Value of such Eligible Asset as of such date of deposit shall not be less than [***] and (e) following the occurrence and during the continuation of a Collateral Triggering Event, such substitution or exchange shall require the prior written consent of the Ceding Company (not to be unreasonably withheld, conditioned or delayed, it being understood that the Trust Student Loans for which they are being substituted with respect to the following characteristics: Ceding Company’s withholding, condition or delay of such consent shall be deemed reasonable if (i) status (i.e.the Market-to-Book Ratio of the Eligible Assets held in the Trust Account and the Subsidiary Trust Account, inmeasured in the aggregate, immediately after giving effect to the substitution or exchange would be less than the Market-school, grace, deferment, forbearance to-Book Ratio of the Eligible Assets held in each of the Trust Account and the Subsidiary Trust Account immediately prior to such substitution or repayment); exchange or (ii) Program type (i.e.such replacement assets are not Liquid Assets; provided, 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 funding of capital calls and similar funding obligations in respect of Eligible Loans to be substituted will Assets that are not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement Liquid Assets 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 were already held in 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 Account or Subsidiary 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 Account prior to the occurrence of any condition requiring the purchase such Collateral Triggering Event shall not be considered a substitution of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIassets).

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 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, 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

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, 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 7.3.1 Subject to this Article VIClause 7.3.2 below, the Seller may, Trustee may without the consent of the Noteholders or Couponholders at its option, substitute Eligible Loans or arrange for any time agree with the Issuer to the substitution of Eligible Loans which are substantially similar on an aggregate basis as in place of the date Issuer (or of substitution any previous substitute under this Clause 7) as the principal debtor under this Trust Deed in relation to the Notes and Coupons of any Series and under such Notes and Coupons of (a) any Subsidiary of the Issuer or (b) any company which directly or indirectly owns 100 per cent. of the shares or other equity interests (as the case may be) carrying the right to vote in the Issuer in place of the Issuer as issuer and principal debtor under this Trust Student Loans for which they are being Deed and the Notes (each substituted with respect entity hereinafter called the "Substituted Obligor") if a trust deed is executed or some other written form of undertaking is given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of this Trust Deed, the Notes and the Coupons with any consequential amendments which the Trustee may deem appropriate as fully as if the Substituted Obligor had been named in this Trust Deed and on the Notes and the Coupons as the principal debtor in place of the Issuer (or of any previous substitute under this Clause 7) in the case of a substitution of the Issuer (or any such previous substitute). 7.3.2 The following characteristicsfurther conditions shall apply to Clause 7.3.1 above: (ia) 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, the Issuer and the New Company shall comply with such other requirements 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 Trustee may direct in order 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 substitution is fully effective in the manner provided in Section 2.06 interests of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to Couponholders; (b) 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 legal opinion addressed to the occurrence Trustee has been provided confirming that (i) the Substituted Obligor has obtained all governmental and regulatory approvals and consents necessary for its assumption of any condition requiring liability as principal debtor in respect of the purchase Notes and the Coupons in place of any Trust Student Loan the Issuer (or such previous substitute as aforesaid) and (ii) such approvals and consents are at the reimbursement for any interest penalty pursuant time of substitution in full force and effect; (c) (without prejudice to the generality of the preceding sub-clauses of this Article VIsub-Clause 7.3.

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-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 (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.