Common use of Substitution Clause in Contracts

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

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

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

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

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

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

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

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

Substitution. In lieu of repurchasing Trust Student Loans pursuant (a) Subject 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 satisfaction of the date requirements set forth in Section 9.1(b) hereof, Vendor Services will have the right (but not the obligation) at any time to substitute one or more Substitute Leases and the Equipment subject thereto for a Lease (for purposes of substitution this Section 9.1, such Lease referred to as a "Predecessor Lease") and the Trust Student Loans for which they are being substituted with respect to the following characteristicsEquipment subject thereto if: (i) status the Predecessor Lease became (i.e.A) a Liquidated Lease, in-school, grace, deferment, forbearance (B) a Warranty Lease or repayment);(C) an Adjusted Lease during the immediately preceding Collection Period; and (ii) Program type the aggregate Principal Balance of the Liquidated Leases, Adjusted Leases and Warranty Leases that are Predecessor Leases shall not in the aggregate exceed 10% of the Initial Pool Principal Balance. (i.e.b) Each transfer of Substitute Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such substitutions and any adjustments pursuant to Section 3.2, MEDLOANSthe aggregate Book Value of such Leases must be not less than 90% of the Book Value of the Leases substituted or adjusted since the Closing Date. (ii) either the final payment on such Substitute Lease must be on or prior to _______ or, LAW Loansto the extent the final payment on such Lease is due subsequent to _______, MBA Loans only scheduled payments due on or Signature Student Loans);prior to such date may be included in the Principal Balance of such Lease for the purpose of making any calculation under the Indenture. (iii) school type;the Lease Pool Principal Balance, after giving effect to such adjustments and substitutions, must not be less than the Lease Pool Principal Balance prior to such adjustment or substitution (without giving effect to the proviso to the definition of "Principal Balance"). (iv) total return;the weighted average life of the Notes, after giving effect to such adjustments and substitutions, must not differ materially from the weighted average life of the Notes prior to such adjustments and substitutions. (v) principal balance; and (vi) remaining term after giving effect to maturity. In additionsuch adjustments and substitutions, each substituted Eligible Loan will comply, as the aggregate Principal Balance of the date of substitution, with all Leases that were originated by Vendor Services must not be less than the aggregate Principal Balance of the representations and warranties made hereunder. In choosing Eligible Loans Leases that were originated by Vendor Services prior 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 such adjustment or 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. Subject to the fulfillment of repurchasing Trust Student Loans all of the conditions set forth in the following subsection B, Lessee shall have the right to deliver a rejectable offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a Substitute Property for a Property if: (i) the terms of Section 21.B of this Lease permit such substitution (each, a "Casualty/Condemnation Substitution"). From and after the third anniversary of the Effective Date and subject to the fulfillment of all of the conditions set forth in the following subsection B, Lessee shall also have the right to deliver a Rejectable Substitution Offer to substitute any Property with a Substitute Property (each a "Discretionary Substitution"). Each Rejectable Substitution Offer shall identify the proposed Substitute Property in reasonable detail and contain a certificate executed by a duly authorized officer of Lessee pursuant to this Article VI, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis Lessee shall certify that in Lessee's good faith judgment such proposed Substitute Property satisfies as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics: (i) status (i.e.such notice, in-school, grace, deferment, forbearance or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, satisfy as of the date of the closing of such substitution, with all of the representations applicable conditions to substitution set forth in this Section 57. Lessee agrees to deliver to Lessor all of the diligence information and warranties made hereundermaterials contemplated by the provisions of Section 57.B of this Lease within 30 days after the delivery to Lessor of a Rejectable Substitution Offer. In choosing Eligible Loans Lessor shall have 90 days after the delivery of a Rejectable Substitution Offer notice satisfying the requirements of the preceding paragraph to deliver to Lessee written notice of its election to either accept or reject the Rejectable Substitution Offer. Lessor's failure to deliver such notice within such time period shall be substituted deemed to constitute Lessor's acceptance of the Rejectable Substitution Offer. If Lessor accepts the Rejectable Substitution Offer or is deemed to have accepted the Rejectable Substitution Offer, then Lessee shall complete such substitution, subject, however, to the satisfaction of each of the applicable terms and conditions set forth in this Section 57. If Lessor rejects the Rejectable Substitution Offer pursuant to this Article VIthe previous paragraph for reasons other than that, in Lessor's reasonable judgment, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will proposed Substitute Property would not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by satisfied the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to substitution conditions set forth in this Article VISection 57, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. The Seller shall also remit to the Administrator an amount equal to all interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VI.then:

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

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

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

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

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

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

Substitution. In lieu 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 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 (a) Subject to the satisfaction of repurchasing Trust Student Loans pursuant to this Article VIthe requirements set forth in Section 9.1(b) hereof, the Seller mayContributor will have the right (but not the obligation) at any time to substitute one or more Substitute Leases for a Lease (for purposes of this Section 9.1, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis such Lease referred to as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristicsa "Predecessor Lease") if: (i) status the Predecessor Lease became (i.e.A) a Liquidated Lease, in-school(B) a Prepaid Lease, grace, deferment, forbearance (C) a Warranty Lease or repayment);(D) an Adjusted Lease during the immediately preceding Collection Period; and (ii) Program type the aggregate Principal Balance of the Liquidated Leases, Adjusted Leases and Warranty Leases that are Predecessor Leases shall not in the aggregate exceed 10% of the Initial Pool Principal Balance. (i.e.b) Each transfer of Substitute Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such substitutions and any adjustments pursuant to Section 3.2, MEDLOANSthe aggregate Book Value of such Leases must be not less than 90% of the Book Value of the Leases substituted or adjusted since the Closing Date. (ii) either the final payment on such Substitute Lease must be on or prior to September 30, LAW Loans2005 or, MBA Loans to the extent the final payment on such Lease is due subsequent to September 30, 2005 only scheduled payments due on or Signature Student Loans);prior to such date may be included in the Principal Balance of such Lease for the purpose of making any calculation under the Indenture. (iii) school type;the Lease Pool Principal Balance, after giving effect to such adjustments and substitutions, must not be less than the Lease Pool Principal Balance prior to such adjustment or substitution (without giving effect to the proviso to the definition of "Principal Balance"). (iv) total return;the weighted average life of the Notes, after giving effect to such adjustments and substitutions, must not differ materially from the weighted average life of the Notes prior to such adjustments and substitutions. (v) principal balance; and (vi) remaining term after giving effect to maturity. In additionsuch adjustments and substitutions, each substituted Eligible Loan will comply, as the aggregate Principal Balance of the date of substitution, with all Leases that were originated by Vendor Services must not be less than the aggregate Principal Balance of the representations and warranties made hereunder. In choosing Eligible Loans Leases that were originated by Vendor Services prior 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 such adjustment or 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 VINotwithstanding the previous paragraph, the Seller may, at its optionoption and assuming that Seller has a Qualified Substitute Revolving Credit Loan or Loans, rather than repurchase the Revolving Credit Loan as provided above, remove such Revolving Credit Loan ("Deleted Revolving Credit Loan") and substitute Eligible Loans in its place a Qualified Substitute Revolving Credit Loan or arrange Loans. If the Seller has no Qualified Substitute Revolving Credit Loan, it shall repurchase the Defective Revolving Credit Loan. As to any Deleted Revolving Credit Loan for which the Seller substitutes a Qualified Substitute Revolving Credit Loan or Loans, the Seller shall effect such substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution by delivering to the Trust Student Purchaser or its designee for such Qualified Substitute Revolving Credit Loan or Loans for which they the Legal Documents as are being substituted required by Section 2. Upon such substitution, such Qualified Substitute Revolving Credit Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to the following characteristics: (i) status (i.e., in-school, grace, deferment, forbearance such Qualified Substitute Revolving Credit Loan or repayment); (ii) Program type (i.e., MEDLOANS, LAW Loans, MBA Loans or Signature Student Loans); (iii) school type; (iv) total return; (v) principal balance; and (vi) remaining term to maturity. In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the covenants, representations and warranties made hereunderset forth in Sections 3.01, 3.02 and 3.03. In choosing Eligible Loans to be substituted pursuant to this Article VI, For any month in which the Seller shall make a reasonable determination that the Eligible substitutes one or more Qualified Substitute Revolving Credit Loans to be substituted will not have a material adverse effect on the Noteholders. In connection with each substitution, a Sale Agreement and related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and delivered by the applicable parties. In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VIfor one or more Deleted Revolving Credit Loans, the Seller will remit determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Revolving Credit Loans as of the date of substitution (after application of scheduled principal payments due in the month of substitution which have been received or as to which an advance has been made) is less than the aggregate outstanding principal balance of all such Deleted Revolving Credit Loans. The amount of such shortfall shall be paid by the Seller on the date of such substitution by wire transfer of immediately available funds directly to the Administrator Purchaser's Account. If the amount of any shortfall between the Purchase Amount aggregate principal balance of all such Qualified Substitute Revolving Credit Loans as of the substituted Eligible Loans and date of substitution (after application of scheduled principal payments due in the Purchase Amount month of substitution which have been received or as to which an advance has been made) is greater than the aggregate outstanding principal balance of all such Deleted Revolving Credit Loans, the amount of such overage shall be credited to the Seller on the date of such substitution by wire transfer of immediately available funds directly to the Purchaser's Account. Any repurchase of a Defective Revolving Credit Loan required hereunder shall be accomplished by payment of the Trust Student Loans for which they are being substituted. The Seller shall also remit applicable Repurchase Price within 3 Business Days of the expiration of the applicable time period referred to above in paragraph 3.04(c) by wire transfer of immediately available funds directly to the Administrator an amount equal to all interest amounts with respect to Purchaser's Account. It is understood and agreed that the Trust Student Loans in the manner provided obligations of a Seller (a) set forth in Section 2.06 3.04(c) to cure any breach of Seller's representations and warranties contained in Sections 3.01, 3.02 and 3.03 or to repurchase the Defective Revolving Credit Loan(s) and (b) set forth in Section 5.01 to indemnify the Purchaser in connection with any breach of a Seller's representations and warranties contained in Sections 3.01, 3.02 and 3.03 shall constitute the sole remedies of the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and the Certificateholders with respect to Purchaser respecting a breach by the Seller pursuant to Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Student Loans pursuant to this Article VIof such representations and warranties. Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Article VIIntentionally omitted.

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

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

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

Substitution. 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 (a) Within 5 Business Days of repurchasing Trust Student Loans pursuant to this Article VIthe Custodian's receipt of a Request for Release of Documents and Receipt in the form of Exhibit 2 attached hereto, the Custodian will transfer, or cause to be transferred, the Purchased Mortgage Loans specified in such Request to the Seller may, at or its option, substitute Eligible Loans or arrange designee in exchange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of simultaneous transfer by the date of substitution Seller to the Trust Student Custodian of Mortgage Loans for which they are being substituted with respect ("Substituted Collateral"). One Business Day prior 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 ---------------------- Seller must deliver or cause to be substituted pursuant delivered to this Article VICustodian, the Seller shall make Mortgage Files for the Substituted Collateral together with a reasonable determination Custodial Delivery and Mortgage Loan Schedule. It is expressly understood and agreed 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 Custodian shall have no duty to conduct perform any affirmative investigation as valuation of collateral and shall have no responsibility to ascertain the adequacy of any Substituted Collateral. (b) The Custodian shall deliver to the occurrence related Registered Holder (via fax with the original to follow the next Business Day), no later than 2 p.m. (New York City time) one (1) Business Day after such substitution by the Seller, (i) a Trust Receipt and Mortgage Loan Schedule that reflects the applicable Purchased Mortgage Loans; provided that in the event the Custodian has not received the items required to be delivered pursuant to Section 6(a) above prior to 9:30 a.m. (California time) on the date of any condition requiring the purchase of any Trust Student Loan substitution or the reimbursement for any interest penalty pursuant number delivered is, in the reasonable judgment of the Custodian, excessive, then the Custodian shall deliver such Trust Receipt and Mortgage Loan Schedule within two (2) Business Days after the date of substitution. Upon receipt from the Custodian, Buyer shall cancel and return the old Trust Receipt to this Article VIthe Custodian the next Business Day. In issuing such Mortgage Loan Schedule and Trust Receipt, the Custodian shall employ the same procedures as set forth in Section 4 in reviewing the Mortgage Files.

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

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

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

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

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

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

Substitution. In lieu of repurchasing Trust Student Loans pursuant (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.