Common use of Conveyance of Additional Loans Clause in Contracts

Conveyance of Additional Loans. (a) With respect to any Additional Loans to be conveyed to the Issuer by the Trust Depositor pursuant to Section 2.07 of the Sale and Servicing Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Additional Loan Cutoff Date), all the right, title and interest of the Seller in and to such Additional Loans and Related Property. (b) During the Reinvestment Period, the Seller shall transfer to the Trust Depositor hereunder the applicable Additional Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Date: (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller shall have provided the Trust Depositor with timely notice of such acquisition, which shall be delivered no later than 11:00 a.m. on the related Additional Loan Cutoff Date; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional Loan; (iv) the Seller shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Date; (v) each of the representations and warranties made by the Seller pursuant to Sections 3.02 and 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Date; (vi) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Additional Loan Cutoff Date, indicate in its Computer Records that ownership of each Additional Loan identified on the Subsequent List of Loans has been sold by the Seller to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lender. (c) The Servicer, the Issuer and the Trustee (at the request of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.

Conveyance of Additional Loans. (a) With respect to The Originator may, at its option (but shall not be obligated to) at any Additional Loans to be conveyed time during the Pre-Funding Period and the Replenishment Period and subject to the Issuer by the Trust Depositor pursuant to conditions set forth in this Section 2.07 of the Sale and Servicing Agreement2.05, the Seller hereby sellssell, transferstransfer, assigns, sets assign set over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer convey to the Trust Depositor on (by delivery of a Subsequent Purchase Agreement in the related Additional Loan Cutoff Dateform of Exhibit J to the Transfer and Servicing Agreement), all the Originator’s right, title and interest in Additional Loan Assets, which shall become part of the Seller in and Loan Assets. Upon the acquisition of any Additional Loan Assets pursuant to this Section 2.05, such Additional Loans Loan Assets shall thereupon be conveyed by the Trust Depositor to the Issuer and Related Propertybecome part of the Indenture Collateral subject to the Lien of the Indenture. The Originator represents and warrants in connection with the foregoing that it will not cause the Trust Depositor to acquire any Additional Loan pursuant to this Section 2.05 for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) During the Reinvestment Pre-Funding Period and the Replenishment Period, each Additional Loan to be purchased by the Seller Trust Depositor for conveyance to the Issuer for inclusion in the Loan Pool will be eligible for purchase by the Trust Depositor for conveyance to the Issuer and inclusion in the Indenture Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Loan Pool, the Portfolio Criteria and the Portfolio Acquisition and Disposition Requirements are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of an Additional Loan, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loan. (c) The Originator shall transfer to the Trust Depositor hereunder the applicable Additional Loans and Related Property the other property and rights related thereto described in Section 2.05(a) only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Transfer Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and the Originator that such conditions are satisfied as of the related Subsequent Transfer Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Indenture Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than 11:00 a.m. on five days prior to the related Subsequent Transfer Date; (ii) after giving effect to the inclusion of the applicable Additional Loans in the Loan Cutoff DatePool during the Replenishment Period, the Portfolio Criteria and the Portfolio Acquisition and Disposition Requirements are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loan, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loan; (iii) the Seller Originator shall have delivered to the Trust Depositor and Indenture Trustee a duly executed Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Additional Loans; and (iv) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional LoanLoans; (ivv) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Subsequent Cut-Off Date; (vvi) as of each Subsequent Transfer Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer hereunder or under the Transfer and Servicing Agreement nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders or the Swap Counterparties shall have been utilized in selecting the Additional Loans; and (viii) each of the representations and warranties made by the Seller Originator pursuant to Sections 3.02 (including without limitation that such Additional Loan is an Eligible Loan), 3.03(b) (except that any reference therein to an Initial Loan shall be deemed a reference to an Additional Loan and any reference to the Cut-Off Date shall be a reference to the applicable Cut-Off Date for such Additional Loan) and 3.04 hereof applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Subsequent Cut-Off Date;. (vid) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Additional Loan Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold by to the Seller to Issuer through the Trust Depositor and by the Trust Depositor to the Issuer pursuant to this Agreement and the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lenderAgreement. (c) The Servicer, the Issuer and the Trustee (at the request of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.

Conveyance of Additional Loans. (a) With respect to The Issuer may, at any Additional Loans to be conveyed time during the Ramp-Up Period and the Reinvestment Period and subject to the Issuer by conditions set forth in this Section 2.06, apply Principal Collections standing to the credit of the Principal Collections Account, Draws under the Class A-2 Notes and amounts standing to the credit of the Class A-2 Funding Account to purchase Additional Loan Assets from the Trust Depositor pursuant to Section 2.07 (by delivery of the Sale and Servicing a Subsequent Transfer Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall ). The purchase through cash payment and/or by exchange of one or more related Loans released price paid by the Issuer to the Trust Depositor on the related for any Additional Loan Cutoff Date)shall be an amount equal to (x) in the case of a Loan originated by the Originator, all the rightOutstanding Loan Balance thereof, title and (y) in the case of a Loan acquired by the Originator from a third party, the purchase price paid for such Loan, plus, in each case accrued interest of the Seller in and to such Additional Loans and Related Propertythereon. (b) During Upon the acquisition of any Additional Loan Assets pursuant to and in accordance with this Section 2.06, such Additional Loan Assets shall become part of the Collateral subject to the Lien of the Indenture. The Servicer represents and warrants in connection with the foregoing that it will not cause the Issuer to acquire any Additional Loan pursuant to this Section 2.06 for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (c) Each Additional Loan to be acquired by the Issuer for inclusion in the Collateral during the Ramp-Up Period and the Reinvestment PeriodPeriod will be eligible for purchase by the Issuer and inclusion in the Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Collateral, (i) the Portfolio Acquisition and Disposition Requirements are satisfied and (ii) the Portfolio Criteria are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Seller Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans. For purposes of determining compliance with the Portfolio Criteria, any Additional Loan which does not have a rating from each Rating Agency as of the applicable Cut-Off Date will be deemed to have an S&P Rating of “CCC”, a Xxxxx’x Rating of “Caa2” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency. (d) The Originator shall transfer to the Trust Depositor hereunder and the applicable Trust Depositor shall transfer to the Issuer the Additional Loans and Related Property the other property and rights related thereto described in Section 2.06(a) only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Cut-Off Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Issuer, the Trust Depositor and the Originator that such conditions are satisfied as of the related Cut-Off Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than 11:00 a.m. on the related Cut-Off Date; (ii) after giving effect to the inclusion of the applicable Additional Loan Cutoff DateLoans in the Collateral, the Portfolio Criteria are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans; (iii) the Seller Originator and the Trust Depositor shall have executed and delivered to the Issuer and the Trustee a Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional LoanLoans; (iv) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Cut-Off Date; (v) as of each Cut-Off Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vi) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders shall have been utilized in selecting the Additional Loans; and (vii) each of the representations and warranties made by the Seller Trust Depositor pursuant to Sections 3.02 (including without limitation that such Additional Loan is an Eligible Loan) and 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Cut-Off Date;. (vie) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the Additional Loan Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold to by the Seller Originator to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and. (viif) if such The Originator shall deliver prior written notice of the inclusion of an Additional Loan is to Xxxxx’x, Fitch and S&P. (g) The Servicer on behalf of the Issuer shall present each Additional Loan proposed to be included in the Collateral to each Rating Agency for review by such Rating Agency in order that each Rating Agency may provide a Co-Agented rating and a recovery rate with respect to such Loan; provided that (i) such Loan may become a part of the Collateral prior to the Servicer’s presentment of the Loan to the Rating Agencies as described herein, (ii) the Servicer’s failure to present a Loan to the Rating Agencies as described herein shall not constitute an independent breach of, or a Third-Party Agented Loandefault under, this Agreement, (iii) with respect to S&P, the recovery rate shall be determined in accordance with the S&P Priority Category Recovery Rate and (iv) the Servicer shall have notified and directed each of Hercules’s co-lenders under such no obligation to present an Additional Loan that receive payments on behalf to Xxxxx’x if a Xxxxx’x Rating for such Loan has been determined by reference to clause (e) of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day definition of receipt of such payments by such co-lenderXxxxx’x Rating. (ch) The ServicerWithin five Business Days after the Effective Date, the Issuer Servicer will (i) cause the Independent Accountants to determine the extent of compliance with the Portfolio Criteria of the Loans included in the Collateral as of the Effective Date, (ii) deliver a report of such Independent Accountants certifying the results of that determination to the Trustee and the Trustee Rating Agencies and (at iii) request that each of Xxxxx’x and S&P confirm in writing (the request of “Effective Date Ratings Confirmation”), within 30 days after the Servicer) shall execute and deliver Effective Date (or such instrumentslater date as each such Rating Agency may determine), consents that it has not reduced or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of withdrawn any of the Issuer’s interests in ratings assigned to the Loans Offered Notes on the Closing Date. In the event that are being conveyed. any such rating is reduced or withdrawn (dsuch event, a “Ratings Confirmation Failure”), the next and succeeding Distribution Dates shall be Sequential Distribution Dates until the earlier of (x) The Seller represents and warrants that such date as each Additional Loan is a Qualified Additional Loan as such Rating Agency shall confirm its respective ratings of the date such Additional Loan Offered Notes assigned on the Closing Date and (y) the Outstanding Principal Balance of each class of Offered Notes is transferred reduced to zero. If upon receipt of the Trust Depositor hereunderEffective Date Ratings Confirmation, no Ratings Confirmation Failure occurs, no Sequential Distribution Date will occur by reason thereof.

Conveyance of Additional Loans. (a) With respect to The Trust Depositor may, at any Additional Loans to be conveyed time during the Ramp-Up Period and the Reinvestment Period and subject to the Issuer conditions set forth in this Section 2.05, purchase Additional Loan Assets from the Originator (by delivery of a Subsequent Transfer Agreement). The purchase price paid by the Trust Depositor pursuant for any Additional Loan shall be an amount equal to Section 2.07 (x) in the case of a Loan originated by the Sale and Servicing AgreementOriginator, the Seller hereby sellsOutstanding Loan Balance thereof, transfers, assigns, sets over and otherwise conveys to (y) in the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange case of one or more related Loans released a Loan acquired by the Issuer to Originator from a third party, the Trust Depositor on the related Additional Loan Cutoff Date)purchase price paid for such Loan, all the rightplus, title and in each case accrued interest of the Seller in and to such Additional Loans and Related Propertythereon. (b) During Upon the Reinvestment Periodacquisition of any Additional Loan Assets pursuant to and in accordance with this Section 2.05, the Seller Trust Depositor will convey such Additional Loan Assets to the Issuer pursuant to the Sale and Servicing Agreement and, upon the pledge by the Issuer of such Loan Assets to the Indenture Trustee for the benefit of the Noteholders, such Additional Loan Assets shall become part of the Collateral subject to the Lien of the Indenture. (c) The Originator shall transfer to the Trust Depositor hereunder and the Trust Depositor shall transfer to the Issuer the applicable Additional Loans and Related Property Loan Assets only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Date:Cut-Off Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Issuer, Trust Depositor and the Originator that such conditions are satisfied as of the related Cut- OffDate): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Indenture Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than 11:00 a.m. on the related Cut-Off Date; (ii) after giving effect to the sale of the applicable Additional Loan Cutoff Date;Assets to the Issuer under the Sale and Servicing Agreement and the inclusion of the applicable Additional Loans in the Collateral, the Portfolio Criteria are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans; provided further that, for purposes of determining compliance with the Portfolio Criteria, any Additional Loan which does not have a rating from each Rating Agency as of the applicable Cut-Off Date will be deemed to have an S&P Rating of “CCC”, a Xxxxx’x Rating of “Caa2” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency. (iii) the Seller and the Trust Depositor Originator shall have delivered to the Issuer Trust Depositor and the Indenture Trustee a duly executed Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional LoanLoans; (iv) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Cut-Off Date; (v) as of each Cut-Off Date, the Originator is not insolvent nor will it be rendered insolvent by the transfer of the applicable Additional Loan Assets to the Trust Depositor on such Cut-Off Date nor is it aware of any pending insolvency; (vi) no selection procedures believed by the Originator to be adverse to the interests of the Holders shall have been utilized in selecting the Additional Loans; and (vii) each of the representations and warranties made by the Seller Trust Depositor pursuant to Sections 3.02 (including without limitation that each such Additional Loan is an Eligible Loan and 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Cut-Off Date;. (vid) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the applicable Additional Loan Loans identified on the applicable Subsequent List of Loans in the Subsequent Transfer Agreement has been sold by the Seller Originator to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lender. (ce) The Servicer, the Issuer and the Trustee (at the request Originator shall deliver prior written notice of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release inclusion of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each an Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.Xxxxx’x, Fitch and S&P.

Conveyance of Additional Loans. (a) With respect to The Trust Depositor may, at any Additional Loans to be conveyed time during the Ramp-Up Period and the Reinvestment Period and subject to the Issuer conditions set forth in this Section 2.05, purchase Additional Loan Assets from the Originator (by delivery of a Subsequent Transfer Agreement). The purchase price paid by the Trust Depositor for any Additional Loan shall be an amount equal to (x) in the case of a Loan originated by the Originator, the Outstanding Loan Balance thereof, and (y) in the case of a Loan acquired by the Originator from a third party, the purchase price paid for such Loan, plus, in each case accrued interest thereon. (b) Upon the acquisition of any Additional Loan Assets pursuant to and in accordance with this Section 2.05, the Trust Depositor will convey such Additional Loan Assets to the Issuer pursuant to Section 2.07 2.06 of the Sale and Servicing AgreementAgreement and, upon the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released pledge by the Issuer of such Loan Assets to the Trust Depositor on Trustee for the related benefit of the Noteholders, such Additional Loan Cutoff Date), all the right, title and interest Assets shall become part of the Seller in and Collateral subject to such Additional Loans and Related Propertythe Lien of the Indenture. (bc) During the Reinvestment Period, the Seller The Originator shall transfer to the Trust Depositor hereunder and the Trust Depositor shall transfer to the Issuer the applicable Additional Loans and Related Property Loan Assets only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Cut-Off Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Issuer, Trust Depositor and the Originator that such conditions are satisfied as of the related Cut-Off Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than 11:00 a.m. on the related Cut-Off Date; (ii) after giving effect to the sale of the applicable Additional Loan Cutoff Date;Assets to the Issuer under the Sale and Servicing Agreement and the inclusion of the applicable Additional Loans in the Collateral, (x) the Portfolio Acquisition and Disposition Requirements are satisfied and (y) the Portfolio Criteria are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans; provided further that, for purposes of determining compliance with the Portfolio Criteria, any Additional Loan which does not have a rating from each Rating Agency as of the applicable Cut-Off Date will be deemed to have an S&P Rating of “CCC”, a Xxxxx’x Rating of “Caa2” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency. (iii) the Seller and the Trust Depositor Originator shall have delivered to the Issuer Trust Depositor and the Trustee a duly executed Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional LoanLoans; (iv) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Cut-Off Date; (v) as of each Cut-Off Date, the Originator is not insolvent nor will it be rendered insolvent by the transfer of the applicable Additional Loan Assets to the Trust Depositor on such Cut-Off Date nor is it aware of any pending insolvency; (vi) no selection procedures believed by the Originator to be adverse to the interests of the Holders shall have been utilized in selecting the Additional Loans; and (vii) each of the representations and warranties made by the Seller Trust Depositor pursuant to Sections 3.02 (including without limitation that each such Additional Loan is an Eligible Loan and 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Cut-Off Date;. (vid) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the applicable Additional Loan Loans identified on the applicable Subsequent List of Loans in the Subsequent Transfer Agreement has been sold by the Seller Originator to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lender. (ce) The Servicer, the Issuer and the Trustee (at the request Originator shall deliver prior written notice of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release inclusion of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each an Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.Xxxxx’x, Fitch and S&P.

Conveyance of Additional Loans. (a) With respect to any Additional Loans to be conveyed to the Issuer by the Trust Depositor pursuant to Section 2.07 of the Sale and Servicing Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Additional Loan Cutoff Date), all the right, title and interest of the Seller in and to such Additional Loans and Related Property. (b) During the Reinvestment Period, the Seller shall transfer to the Trust Depositor hereunder the applicable Additional Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Date: (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller shall have provided the Trust Depositor with timely notice of such acquisition, which shall be delivered no later than 11:00 a.m. on the related Additional Loan Cutoff Date; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional Loan; (iv) the Seller shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Date; (v) each of the representations and warranties made by the Seller pursuant to Sections 3.02 and 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Date; (vi) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Additional Loan Cutoff Date, indicate in its Computer Records that ownership of each Additional Loan identified on the Subsequent List of Loans has been sold by the Seller to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lender. (c) The Servicer, the Issuer and the Trustee (at the request of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.

Conveyance of Additional Loans. (a) With respect to The Issuer may, at any Additional Loans to be conveyed time during the Pre-Funding Period and the Replenishment Period and subject to the Issuer by conditions set forth in this Section 2.05, apply Principal Collections and (solely during the Pre-Funding Period) Unused Proceeds standing to the credit of the Principal Collections Account to purchase from the Trust Depositor (by delivery of a Subsequent Transfer Agreement in the form of Exhibit I hereto) Additional Loan Assets. Upon the purchase of any Additional Loan Assets pursuant to and in accordance with this Section 2.07 2.05, such Additional Loan Assets shall become part of the Sale and Servicing Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys Indenture Collateral subject to the Trust Depositor, without recourse other than as expressly provided herein (Lien of the Indenture. The Servicer represents and warrants in connection with the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by foregoing that it will not cause the Issuer to the Trust Depositor on the related purchase any Additional Loan Cutoff Date), all pursuant to this Section 2.05 for the right, title and interest primary purpose of the Seller in and to such Additional Loans and Related Propertyrecognizing gains or decreasing losses resulting from market value changes. (b) Within five Business Days after the Effective Date, the Servicer will (i) engage Independent Accountants to determine the extent of compliance with the Portfolio Criteria of the Loans included in the Collateral as of the Effective Date, (ii) deliver to the Indenture Trustee and the Rating Agencies an Officer’s Certificate certifying the extent of compliance with the Portfolio Criteria of the Loans included in the Collateral as of the Effective Date and appending thereto the Quarterly Report and the Additional Loan Information Schedule, and (iii) request that each Rating Agency confirm in writing within 60 Business Days after the initial Payment Date (or such later date as each Rating Agency may determine (in such case, the Servicer shall provide to the Indenture Trustee and the Backup Servicer written notice of each such Rating Agency’s projected later date)) that such Rating Agency has not reduced or withdrawn any of the ratings assigned to the Offered Notes on the Closing Date (the “Effective Date Ratings Confirmation”); provided that the Servicer shall not be required to request such confirmation from Xxxxx’x and Fitch if the Issuer is in compliance with the Portfolio Criteria as of the Effective Date. Within 60 Business Days after the initial Payment Date, the Servicer will deliver to the Indenture Trustee and the Rating Agencies a report of the Independent Accountants certifying the results of the determination made with respect to clause (ii) above. If (A) the Servicer fails to deliver the Officer’s Certificate referenced in clause (ii) above, (B) any Rating Agency notifies the Issuer or the Servicer on the Issuer’s behalf within 60 Business Days after the initial Payment Date (or such later date as each Rating Agency may determine) that its rating on any Class of Offered Notes will be reduced or withdrawn, or fails to respond to the request for an Effective Date Ratings Confirmation, or (C) the Servicer fails to deliver the report of the Independent Accountants referenced above (any of such events, an “Effective Date Ratings Downgrade”), the Servicer on behalf of the Issuer shall present a Proposed Plan to the Rating Agencies to obtain an Effective Date Ratings Confirmation. If a Proposed Plan has not been presented and accepted by the Rating Agencies, resulting in an Effective Date Ratings Confirmation on or prior to the first Payment Date following the applicable Effective Date Ratings Downgrade (a “Ratings Confirmation Failure”), such Payment Date and any succeeding Payment Date will be a Sequential Payment Date, until such date as each such Rating Agency has delivered an Effective Date Ratings Confirmation or until the Outstanding Principal Balance of each Class of Notes is reduced to zero. (c) During the Reinvestment Pre-Funding Period and the Replenishment Period, each Additional Loan to be purchased by the Seller Issuer for inclusion in the Loan Pool will be eligible for purchase by the Issuer and inclusion in the Indenture Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Loan Pool, the Portfolio Criteria and the Portfolio Acquisition and Disposition Requirements are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans. (d) [Reserved]. (e) The Originator shall transfer to the Trust Depositor hereunder and the applicable Trust Depositor shall transfer to the Issuer the Additional Loans and Related Property the other property and rights related thereto described in Section 2.05(a) only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Transfer Date (and the delivery of a related Addition Notice by the Issuer shall be deemed a representation and warranty by the Issuer, the Trust Depositor and the Originator that such conditions are satisfied as of the related Subsequent Transfer Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Indenture Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than 11:00 a.m. on five days prior to the related Subsequent Transfer Date; (ii) after giving effect to the inclusion of the applicable Additional Loans in the Loan Cutoff DatePool during the Replenishment Period, the Portfolio Criteria and the Portfolio Acquisition and Disposition Requirements are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans; (iii) the Seller Originator shall have delivered to the Trust Depositor and Indenture Trustee a duly executed Subsequent Purchase Agreement in substantially the form of Exhibit J hereto, which shall include a Subsequent List of Loans listing the Additional Loans; (iv) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional LoanLoans; (ivv) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Subsequent Cut-Off Date; (vvi) as of each Subsequent Transfer Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders or the Swap Counterparties shall have been utilized in selecting the Additional Loans; and (viii) each of the representations and warranties made by the Seller Originator and Trust Depositor pursuant to Sections Section 3.02 (including without limitation that such Additional Loan is an Eligible Loan), Section 3.03(b) (except that any reference therein to an Initial Loan shall be deemed a reference to an Additional Loan) and Section 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Subsequent Cut-Off Date;. (vif) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Additional Loan Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold by to the Seller to Issuer through the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lenderthis Agreement. (cg) The Servicer, the Issuer and the Trustee (at the request Originator shall deliver prior written notice of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release inclusion of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each an Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunderXxxxx’x, S&P and Fitch.

Conveyance of Additional Loans. (a) The Trust Depositor may, at any time during the Ramp-Up Period and subject to the conditions set forth in this Section 2.05, acquire Additional Loans from the Originator hereunder and transfer such Additional Loans to the Issuer under the Sale and Servicing Agreement to the extent the Issuer has Unused Proceeds available therefor, until the Aggregate Outstanding Loan Balance equals or exceeds the Expected Aggregate Outstanding Loan Balance. The purchase price paid by the Trust Depositor for any Additional Loan shall be an amount equal to (x) in the case of a Loan originated by the Originator, the outstanding principal amount thereof or (y) in the case of a Loan acquired by the Originator from an unaffiliated third party, the purchase price (expressed as a percentage of par) paid for such Loan by the Originator multiplied by the outstanding principal amount thereof, as applicable. The purchase price may equal, exceed or be less than the fair market value of such Additional Loan as of the related Cut-Off Date. (b) Upon the acquisition of any Additional Loan Assets pursuant to and in accordance with this Section 2.05, the Trust Depositor will convey such Additional Loan Assets to the Issuer pursuant to Section 2.06 of the Sale and Servicing Agreement and, upon the pledge by the Issuer of such Additional Loan Assets to the Trustee for the benefit of the Noteholders, such Additional Loan Assets shall become part of the Collateral subject to the Lien of the Indenture. With respect to any Additional Loans to be conveyed to the Issuer Trust Depositor by the Trust Depositor pursuant to Originator as described in Section 2.07 of the Sale and Servicing Agreement2.05(a), the Seller Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Additional Loan Cutoff Cut-Off Date), all the right, title and interest of the Seller Originator in and to such the Additional Loans and Related PropertyLoan Assets. (bc) During the Reinvestment Period, the Seller The Originator shall transfer to the Trust Depositor hereunder and the Trust Depositor shall transfer to the Issuer under the Sale and Servicing Agreement the applicable Additional Loans and Related Property Loan Assets only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Cut-Off Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Issuer, the Trust Depositor and the Originator that such conditions are satisfied as of the related Cut-Off Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof, which Addition Notice shall be delivered no later than 11:00 a.m. on the related Cut-Off Date; provided that the inclusion of the applicable Additional Loan Cutoff DateLoans in the Collateral shall be accomplished in compliance with the Portfolio Acquisition and Disposition Requirements; (ii) [Reserved]; (iii) the Seller Originator and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional Loan; (iv) the Seller Originator shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Cut-Off Date; (v) as of each Cut-Off Date, the Originator is not insolvent nor will it be rendered insolvent by such transfer nor is it aware of any pending insolvency; (vi) no selection procedures believed by the Originator to be adverse to the interests of the Holders shall have been utilized in selecting the Additional Loans; and (vii) each of the representations and warranties made by the Seller Originator pursuant to Sections 3.02 (including without limitation that each such Additional Loan is an Eligible Loan) and 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Cut-Off Date;. (vid) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each Additional Loan identified on the Subsequent List of Loans has been sold by the Seller Originator to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lender. (ce) The Servicer, the Issuer and the Trustee (at the request Originator shall deliver prior written notice of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release inclusion of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each an Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunderXxxxx’x.

Conveyance of Additional Loans. (a) With respect to The Issuer may, at any Additional Loans to be conveyed time during the Replenishment Period and subject to the Issuer by conditions set forth in this Section 2.05, apply Principal Collections standing to the credit of the Principal Collections Account, to purchase Additional Loan Assets from the Trust Depositor pursuant to Section 2.07 (by delivery of the Sale and Servicing a Subsequent Transfer Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall ). The purchase through cash payment and/or by exchange of one or more related Loans released price paid by the Issuer to the Trust Depositor on the related for any Additional Loan Cutoff Date)shall be an amount equal to (i) in the case of a Loan originated by the Originator, all the rightOutstanding Loan Balance thereof, title and (ii) in the case of a Loan acquired by the Originator from a third party, the purchase price paid for such Loan, plus, in each case, accrued interest of the Seller in and to such Additional Loans and Related Propertythereon. (b) During Upon the Reinvestment Periodacquisition of any Additional Loan Assets pursuant to and in accordance with this Section 2.05, such Additional Loan Assets shall become part of the Seller Collateral subject to the Lien of the Indenture. The Servicer represents and warrants in connection with the foregoing that it will not cause the Issuer to acquire any Additional Loan pursuant to this Section 2.05 for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (c) The Originator shall transfer to the Trust Depositor hereunder and the applicable Trust Depositor shall transfer to the Issuer the Additional Loans and Related Property the other property and rights related thereto described in Section 2.05(a) only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Cut-Off Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Issuer, the Trust Depositor and the Originator that such conditions are satisfied as of the related Cut-Off Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Indenture Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than 11:00 a.m. on the related Cut-Off Date; (ii) after giving effect to the inclusion of the applicable Additional Loans in the Collateral, (x) the Portfolio Acquisition and Disposition Requirements are satisfied and (y) the Portfolio Criteria are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans. For purposes of determining compliance with the Portfolio Criteria, any Additional Loan Cutoff Datewhich does not have a rating from each Rating Agency as of the applicable Cut-Off Date will be deemed to have an S&P Rating of “CCC”, a Mxxxx’x Rating of “Caa2” and in the case of Fitch, a rating determined by the Fitch Algorithmics CRS rating model pending receipt of a rating estimate from the applicable Rating Agency; (iii) the Seller and the Trust Depositor Originator shall have delivered to the Issuer and the Trustee Trust Depositor a duly executed Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional Loan; (iv) the Seller Originator and the Trust Depositor shall have executed and delivered a Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the Additional Loans; (v) the Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Cut-Off Date; (vvi) as of each Cut-Off Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders shall have been utilized in selecting the Additional Loans; and (viii) each of the representations and warranties made by the Seller Trust Depositor pursuant to Sections 3.02 and 3.04 applicable to the Additional Loans (including without limitation that such Additional Loan is an Eligible Loan) shall be true and correct as of the related Additional Loan Cutoff Cut-Off Date;. (vid) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the Additional Loan Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold to by the Seller Originator to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; andthis Agreement. (viie) if such The Originator shall deliver prior written notice of the inclusion of an Additional Loan is to Mxxxx’x, Fitch and S&P. (f) The Servicer on behalf of the Issuer shall present each Additional Loan proposed to be included in the Collateral to each Rating Agency for review by such Rating Agency in order that each Rating Agency may provide a Corating and a recovery rate with respect to such Loan; provided that (i) such Loan may become a part of the Collateral prior to the Servicer’s presentment of the Loan to the Rating Agencies as described herein, (ii) the Servicer’s failure to present a Loan to the Rating Agencies as described herein shall not constitute an independent breach of, or default under, this Agreement; provided that any Additional Loan which has not been submitted to each Rating Agency within 60 days after the related Subsequent Cut-Agented Off Date will be deemed a Delinquent Loan or a Third-Party Agented Loanas of such date, (iii) with respect to S&P, the recovery rate shall be determined in accordance with the S&P Priority Category Recovery Rate and (iv) the Servicer shall have notified and directed each of Hercules’s co-lenders under such no obligation to present an Additional Loan that receive payments on behalf of the Seller, to transfer Mxxxx’x if a Mxxxx’x Rating for such payments received from the Obligors with respect Loan has been determined by reference to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lender. clause (c) The Servicer, the Issuer and the Trustee (at the request of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release definition of any of the Issuer’s interests in the Loans that are being conveyedMxxxx’x Rating. (d) The Seller represents and warrants that each Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.

Conveyance of Additional Loans. (a) With respect to The Trust Depositor may, at any Additional Loans to be conveyed time during the Ramp-Up Period and the Replenishment Period and subject to the Issuer by conditions set forth in this Section 2.05, purchase Additional Loan Assets from the Trust Depositor pursuant to Section 2.07 of the Sale and Servicing Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall Originator. The purchase through cash payment and/or by exchange of one or more related Loans released price paid by the Issuer to the Trust Depositor on the related for any Additional Loan Cutoff Date)shall be an amount equal to (x) in the case of a Loan originated by the Originator, all the rightOutstanding Loan Balance thereof or (y) in the case of a Loan acquired by the Originator from a third party, title the purchase price paid for such Loan, as applicable, plus, in each case, accrued and unpaid interest of the Seller in and to such Additional Loans and Related Propertythereon. (b) During Upon the Reinvestment Periodacquisition of any Additional Loan Assets pursuant to and in accordance with this Section 2.05, the Seller Trust Depositor will convey such Additional Loan Assets to the Issuer pursuant to the Sale and Servicing Agreement and, upon the pledge by the Issuer of such Loan Assets to the Trustee for the benefit of the Noteholders, such Additional Loan Assets shall become part of the Collateral subject to the Lien of the Indenture. (c) The Originator shall transfer to the Trust Depositor hereunder and the applicable Trust Depositor shall transfer to the Issuer the Additional Loans and Related Property the Loan Assets related thereto only upon the satisfaction of each of the following conditions on or prior to the related Additional Cut-Off Date (and the delivery of a related Loan Cutoff Asset Certificate by the Trust Depositor shall be deemed a representation and warranty by the Issuer, Trust Depositor and the Originator that such conditions are satisfied as of the related Cut-Off Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Trustee with a timely notice of such acquisitionLoan Asset Certificate complying with the definition thereof contained herein, which Loan Asset Certificate shall be delivered no later than 11:00 a.m. on the related Cut-Off Date; (ii) with respect to the acquisition of any Additional Loan, after giving effect to the sale of the applicable Additional Loan Cutoff DateAssets to the Issuer under the Sale and Servicing Agreement and the inclusion of such Loan in the Collateral, the Portfolio Acquisition and Disposition Requirements and, solely with respect to such acquisitions effected during the Replenishment Period, the Portfolio Criteria are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the acquisition of any such Additional Loan effected during the Replenishment Period, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional Loan; (iv) the Seller Originator shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Cut-Off Date; (iv) as of each Cut-Off Date, the Originator was Solvent and it will not be rendered insolvent by the transfer of the applicable Additional Loan Assets to the Trust Depositor on such Cut-Off Date nor is it aware of any pending insolvency; (v) no selection procedures believed by the Originator to be adverse to the interests of the Holders shall have been utilized in selecting the Additional Loans; and (vi) each of the representations and warranties made by the Seller Trust Depositor pursuant to Sections Section 3.02 (including without limitation that each such Additional Loan is an Eligible Loan and Section 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Cut-Off Date;. (vid) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the applicable Additional Loan Loans identified on the applicable Subsequent List of Loans has been sold by the Seller Originator to the Trust Depositor Depositor, pursuant to this Agreement, and by the Trust Depositor to the Issuer Issuer, pursuant to the Transfer Sale and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lenderAgreement. (ce) The Servicer, the Issuer and the Trustee (at the request Originator shall deliver prior written notice of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release inclusion of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each an Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.Xxxxx’x and S&P.

Conveyance of Additional Loans. (a) The Issuer may, at any time during the Ramp-Up Period and subject to the conditions set forth in this Section 2.06, apply Unused Proceeds standing to the credit of the Unused Proceeds Account to (i) acquire Additional Loans and (ii) make deposits into the Exposure Reserve Account to the extent of any Exposure Amount associated with an Additional Loan, until the Aggregate Outstanding Loan Balance equals or exceeds the Expected Aggregate Outstanding Loan Balance. Any amounts remaining in the Unused Proceeds Account after the Effective Date and not needed to settle the purchase of any Additional Loan with a Cut-Off Date during the Ramp-Up Period will, at the direction of the Servicer, be transferred to the Principal Collection Account as Principal Collections. The purchase price paid by the Issuer for any Additional Loan shall be an amount equal to (x) in the case of a Loan originated by the Originator, the outstanding principal amount thereof or (y) in the case of a Loan acquired by the Originator from an unaffiliated third party, the purchase price (expressed as a percentage of par) paid for such Loan by the Originator multiplied by the outstanding principal amount thereof, as applicable. The purchase price may equal, exceed or be less than the fair market value of such Additional Loan as of the related Cut-Off Date. (b) Upon the acquisition of any Additional Loan Assets pursuant to and in accordance with this Section 2.06, such Additional Loan Assets shall become part of the Collateral subject to the Lien of the Indenture. The Servicer represents and warrants in connection with the foregoing that it will not cause the Issuer to acquire any Additional Loan pursuant to this Section 2.06 for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. With respect to any Additional Loans to be conveyed to the Issuer Trust Depositor by the Trust Depositor pursuant to Originator as described in Section 2.07 of the Sale and Servicing Agreement2.06(a), the Seller Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Additional Loan Cutoff Cut-Off Date), all the right, title and interest of the Seller Originator in and to such the Additional Loans and Related PropertyLoan Assets. (c) Each Additional Loan to be acquired by the Issuer for inclusion in the Collateral during the Ramp-Up Period will be eligible for purchase by the Issuer and inclusion in the Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Collateral, (a) the Portfolio Acquisition and Disposition Requirements are satisfied and (b) During if such Loan is a Revolving Loan or a Delayed Draw Term Loan, immediately after the Reinvestment Periodinclusion of such Loan into the Collateral, the Seller amount on deposit in the Exposure Reserve Account at least equals the aggregate of all Exposure Amounts at such time. (d) The Originator shall transfer to the Trust Depositor under the Loan Sale Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Additional Loans Assets and Related Property the other property and rights related thereto described in Section 2.06(a) only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Cut-Off Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Issuer, the Trust Depositor and the Originator that such conditions are satisfied as of the related Cut-Off Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than 11:00 a.m. on the related Cut-Off Date; provided that the inclusion of the applicable Additional Loan Cutoff DateLoans in the Collateral shall be accomplished in compliance with the Portfolio Acquisition and Disposition Requirements; (ii) [Reserved]; (iii) the Seller Originator and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional Loan; (iv) the Seller Originator shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Cut-Off Date; (v) as of each Cut-Off Date, neither the Originator nor the Trust Depositor is insolvent nor will either of them be rendered insolvent by such transfer nor is either of them aware of any pending insolvency; (vi) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders shall have been utilized in selecting the Additional Loans; and (vii) each of the representations and warranties made by the Seller Trust Depositor pursuant to Sections 3.02 (including without limitation that each such Additional Loan is an Eligible Loan) and 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Cut-Off Date;. (vie) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each Additional Loan identified on the Subsequent List of Loans has been sold by the Seller Originator to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and. (viif) The Originator shall deliver prior written notice of the inclusion of an Additional Loan to Xxxxx’x. (g) The Servicer on behalf of the Issuer shall present each Additional Loan proposed to be included in the Collateral to Xxxxx’x (on or prior to the acquisition thereof) for review by such Rating Agency in order that Xxxxx’x may provide a rating and a recovery rate with respect to such Loan; provided that (i) such Loan may become a part of the Collateral prior to the Servicer’s presentment of the Loan to Xxxxx’x as described herein, (ii) the Servicer’s failure to present a Loan to Xxxxx’x as described herein shall not constitute an independent breach of, or default under, this Agreement and (iii) the Servicer shall have no obligation to present an Additional Loan to Xxxxx’x if (1) a Xxxxx’x Rating for such Loan has been determined by reference to clause (h) of the definition of Xxxxx’x Rating or (2) such Loan has a public rating from Xxxxx’x. (h) For purposes of measuring the Portfolio Criteria, any Additional Loan that does not have a rating from Xxxxx’x as of the applicable Cut-Off Date will be deemed to have a Xxxxx’x Rating as determined by the Servicer in accordance with the criteria set forth in the definition of “Xxxxx’x Rating” pending receipt of a rating estimate from Xxxxx’x. (i) Within fifteen Business Days after the Effective Date, the Servicer will (i) cause the Independent Accountants to determine the extent that (x) the pool of Collateral complies with the Portfolio Criteria as of the Effective Date and (y) the Aggregate Outstanding Loan Balance (including, for purposes of this Section 2.06(i) only, only those Loans for which the trade has fully settled into the Issuer) equals or exceeds the Expected Aggregate Outstanding Loan Balance, (ii) deliver a report of such Independent Accountants certifying the results of that determination to the Trustee and Xxxxx’x and (iii) if such Additional Loan either condition set forth in clause (i)(x) or (y) above is a Co-Agented Loan or a Third-Party Agented Loannot satisfied, request written confirmation (the “Effective Date Ratings Confirmation”) of the original ratings assigned to each Class of Offered Notes on the Closing Date from Xxxxx’x. Should the Issuer fail to receive an Effective Date Ratings Confirmation from Xxxxx’x, the Servicer shall have notified and directed re-apply for the Effective Date Ratings Confirmation no later than five (5) Business Days after each subsequent Determination Date until the Effective Date Ratings Confirmation has been obtained. The Servicer will submit such information as requested by Xxxxx’x at such time. (j) In connection with the occurrence of Hercules’s co-lenders under such Additional Loan that receive payments the Effective Date, the Servicer, acting on behalf of the SellerIssuer, shall prepare a report containing the information required to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lender. (c) The Servicer, the Issuer and the Trustee (at the request of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer be set forth in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each Additional Loan is a Qualified Additional Loan Monthly Report as of the date such Additional Loan is transferred Effective Date and deliver it to the Trust Depositor hereunderTrustee and Xxxxx’x within ten Business Days following the Effective Date.

Conveyance of Additional Loans. (a) With respect to The Originator may, at its option (but shall not be obligated to) at any Additional Loans to be conveyed time during the Pre-Funding Period and the Replenishment Period and subject to the Issuer by the Trust Depositor pursuant to conditions set forth in this Section 2.07 of the Sale and Servicing Agreement2.05, the Seller hereby sellssell, transferstransfer, assigns, sets assign set over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer convey to the Trust Depositor on (by delivery of a Subsequent Purchase Agreement in the related Additional Loan Cutoff Dateform of Exhibit J to the Transfer and Servicing Agreement), all the Originator’s right, title and interest in Additional Loan Assets, which shall become part of the Seller in and Loan Assets. Upon the acquisition of any Additional Loan Assets pursuant to this Section 2.05, such Additional Loans Loan Assets shall thereupon be conveyed by the Trust Depositor to the Issuer and Related Propertybecome part of the Indenture Collateral subject to the Lien of the Indenture. The Originator represents and warrants in connection with the foregoing that it will not cause the Trust Depositor to acquire any Additional Loan pursuant to this Section 2.05 for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) During the Reinvestment Pre-Funding Period and the Replenishment Period, each Additional Loan to be purchased by the Seller Trust Depositor for conveyance to the Issuer for inclusion in the Loan Pool will be eligible for purchase by the Trust Depositor for conveyance to the Issuer and inclusion in the Indenture Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Loan Pool, the Portfolio Criteria and the Portfolio Acquisition and Disposition Requirements are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of an Additional Loan, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loan. For purposes of determining compliance with the Portfolio Criteria, any Additional Loan which does not have a rating from each Rating Agency as of the applicable Cut-Off Date will be deemed to have an S&P Rating of “CCC,” a Xxxxx’x Rating of “Caa2” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency. (c) The Originator shall transfer to the Trust Depositor hereunder the applicable Additional Loans and Related Property the other property and rights related thereto described in Section 2.05(a) only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Transfer Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and the Originator that such conditions are satisfied as of the related Subsequent Transfer Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Indenture Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than 11:00 a.m. on five days prior to the related Subsequent Transfer Date; (ii) after giving effect to the inclusion of the applicable Additional Loans in the Loan Cutoff DatePool during the Replenishment Period, the Portfolio Criteria and the Portfolio Acquisition and Disposition Requirements are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loan, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loan; (iii) the Seller Originator shall have delivered to the Trust Depositor and Indenture Trustee a duly executed Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Additional Loans; and (iv) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional LoanLoans; (ivv) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Subsequent Cut-Off Date; (vvi) as of each Subsequent Transfer Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer hereunder or under the Transfer and Servicing Agreement nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders or the Swap Counterparties shall have been utilized in selecting the Additional Loans; and (viii) each of the representations and warranties made by the Seller Originator pursuant to Sections 3.02 (including without limitation that such Additional Loan is an Eligible Loan), 3.03(b) (except that any reference therein to an Initial Loan shall be deemed a reference to an Additional Loan and any reference to the Cut-Off Date shall be a reference to the applicable Cut-Off Date for such Additional Loan) and 3.04 hereof applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Subsequent Transfer Date;. (vid) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Additional Loan Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold by to the Seller to Issuer through the Trust Depositor and by the Trust Depositor to the Issuer pursuant to this Agreement and the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lenderAgreement. (c) The Servicer, the Issuer and the Trustee (at the request of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.

Conveyance of Additional Loans. (a) With respect to any Additional Loans to be conveyed to the Issuer by the Trust Depositor pursuant to Section 2.07 of the Sale and Servicing Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer to the Trust BUSINESS.29147458.4 Depositor on the related Additional Loan Cutoff Date), all the right, title and interest of the Seller in and to such Additional Loans and Related Property. (b) During the Reinvestment Period, the Seller shall transfer to the Trust Depositor hereunder the applicable Additional Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Date: (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller shall have provided the Trust Depositor with timely notice of such acquisition, which shall be delivered no later than 11:00 a.m. on the related Additional Loan Cutoff Date; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional Loan; (iv) the Seller shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Date; (v) each of the representations and warranties made by the Seller pursuant to Sections 3.02 and 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Date; (vi) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Additional Loan Cutoff Date, indicate in its Computer Records that ownership of each Additional Loan identified on the Subsequent List of Loans has been sold by the Seller to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to either (A) the Lockbox Account or (B) the Master Collection Account, in either case, within one (1) business day of receipt of such payments by such co-lender. (c) The Servicer, the Issuer and the Trustee (at the request of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.

Conveyance of Additional Loans. (a) With respect to The Issuer may, at any Additional Loans to be conveyed time during the Ramp-Up Period and the Replenishment Period and subject to the Issuer by conditions set forth in this Section 2.05, apply Principal Collections standing to the credit of the Principal Collections Account and, during the Ramp-Up Period, Draws under the Class A-2A Notes, to purchase from the Trust Depositor (by delivery of a Subsequent Transfer Agreement in the form of Exhibit I hereto) Additional Loan Assets. Upon the purchase of any Additional Loan Assets pursuant to and in accordance with this Section 2.07 2.05, such Additional Loan Assets shall become part of the Sale and Servicing Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys Indenture Collateral subject to the Trust Depositor, without recourse other than as expressly provided herein (Lien of the Indenture. The Servicer represents and warrants in connection with the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by foregoing that it will not cause the Issuer to the Trust Depositor on the related purchase any Additional Loan Cutoff Date), all pursuant to this Section 2.05 for the right, title and interest primary purpose of the Seller in and to such Additional Loans and Related Propertyrecognizing gains or decreasing losses resulting from market value changes. (b) Within five Business Days after the Effective Date, the Servicer will (i) determine the extent of compliance with the Portfolio Criteria of the Loans included in the Collateral as of the Effective Date, (ii) submit a report setting forth the extent of compliance with the Portfolio Criteria to be verified by the Independent Accountants, (iii) report the results of that determination to the Indenture Trustee and the Rating Agencies (such report shall be sent electronically to S&P in Excel format to xxx_xxxxxxxxxxxx@xxxxx.xxx) and (iv) request that each of Xxxxx’x, S&P and Fitch confirm in writing that such Rating Agency has not reduced or withdrawn any of the ratings assigned to the Offered Notes on the Closing Date. (c) During the Reinvestment Ramp-Up Period and the Replenishment Period, each Additional Loan to be purchased by the Seller Issuer for inclusion in the Loan Pool will be eligible for purchase by the Issuer and inclusion in the Indenture Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Loan Pool, the Portfolio Criteria are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans. For purposes of determining compliance with the Portfolio Criteria, any Additional Loan which does not have a rating from each Rating Agency as of the applicable Cut-Off Date will be deemed to have an S&P Rating of “CCC,” a Xxxxx’x Rating of “Caa2” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency. (d) In the event that any rating assigned to the Offered Notes on the Closing Date is reduced or withdrawn, on the next and any succeeding Payment Date, all Principal Collections will be included in the Required Principal Distribution Amount and will not be deposited into the Principal Collection Account until such date as each Rating Agency has confirmed such ratings of the Offered Notes or until the Outstanding Principal Balance of each class of Notes is reduced to zero. (e) The Originator shall transfer to the Trust Depositor hereunder and the applicable Trust Depositor shall transfer to the Issuer the Additional Loans and Related Property the other property and rights related thereto described in Section 2.05(a) only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Transfer Date (and the delivery of a related Addition Notice by the Issuer shall be deemed a representation and warranty by the Issuer, the Trust Depositor and the Originator that such conditions are satisfied as of the related Subsequent Transfer Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Indenture Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than 11:00 a.m. on five days prior to the related Subsequent Transfer Date; (ii) after giving effect to the inclusion of the applicable Additional Loans in the Loan Cutoff DatePool during the Replenishment Period, the Portfolio Criteria are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans; (iii) the Seller Originator shall have delivered to the Trust Depositor and Indenture Trustee a duly executed Subsequent Purchase Agreement in substantially the form of Exhibit J hereto, which shall include a Subsequent List of Loans listing the Additional Loans; (iv) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional LoanLoans; (ivv) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Subsequent Cut-Off Date; (vvi) as of each Subsequent Transfer Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders or the Swap Counterparties shall have been utilized in selecting the Additional Loans; and (viii) each of the representations and warranties made by the Seller Originator and Trust Depositor pursuant to Sections 3.02 (including without limitation that such Additional Loan is an Eligible Loan), 3.03(b)(ii) and 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Subsequent Transfer Date;. (vif) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Additional Loan Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold by to the Seller to Issuer through the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lenderthis Agreement. (cg) The Servicer, the Issuer and the Trustee (at the request Originator shall deliver prior written notice of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release inclusion of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each an Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunderXxxxx’x, S&P and Fitch.

Conveyance of Additional Loans. (a) With respect to The Trust Depositor may, at any Additional Loans to be conveyed time during the Ramp-Up Period and the Reinvestment Period and subject to the Issuer conditions set forth in this Section 2.05, purchase Additional Loan Assets from the Originator. The purchase price paid by the Trust Depositor for any Additional Loan shall be an amount equal to (x) in the case of a Loan originated by the Originator, the Outstanding Loan Balance thereof, and (y) in the case of a Loan acquired by the Originator from a third party, the purchase price paid for such Loan. (b) Upon the acquisition of any Additional Loan Assets pursuant to and in accordance with this Section 2.05, the Trust Depositor will convey such Additional Loan Assets to the Issuer pursuant to Section 2.07 2.06 of the Sale and Servicing AgreementAgreement and, upon the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released pledge by the Issuer of such Loan Assets to the Trust Depositor on Trustee for the related benefit of the Noteholders, such Additional Loan Cutoff Date), all the right, title and interest Assets shall become part of the Seller in and Collateral subject to such Additional Loans and Related Propertythe Lien of the Indenture. (bc) During the Reinvestment Period, the Seller The Originator shall transfer to the Trust Depositor hereunder and the Trust Depositor shall transfer to the Issuer the applicable Additional Loans and Related Property Loan Assets only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Cut-Off Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Issuer, Trust Depositor and the Originator that such conditions are satisfied as of the related Cut-Off Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof, which Addition Notice shall be delivered no later than 11:00 a.m. on the related Cut-Off Date; (ii) after giving effect to the sale of the applicable Additional Loan Cutoff Date;Assets to the Issuer under the Sale and Servicing Agreement and the inclusion of the applicable Additional Loans in the Collateral, (x) the Portfolio Acquisition and Disposition Requirements are satisfied and (y) the Portfolio Criteria are satisfied; provided that (A) if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans and (B) clause (A) above shall not be applicable if, but for the operation of such clause, such acquisition would not have been permitted as a result of the Issuer’s failure to meet the new testing levels set forth in the applicable Zone of the Collateral Quality Table as a result of the acquisition of such Additional Loans; provided, further, that (x) the Servicer and the Issuer hereby expressly agree that each sale of Loans shall be undertaken in accordance with the Portfolio Acquisition and Disposition Requirements and (y) any sale of Loans to an Affiliate of the Issuer as described above shall be subject to the limit set forth in Section 2.09(c) of the Sale and Servicing Agreement. (iii) the Seller Originator and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional Loan; (iv) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Cut-Off Date; (v) as of each Cut-Off Date, the Originator is not insolvent nor will it be rendered insolvent by the transfer of the applicable Additional Loan Assets to the Trust Depositor on such Cut-Off Date nor is it aware of any pending insolvency; (vi) no selection procedures believed by the Originator to be adverse to the interests of the Holders shall have been utilized in selecting the Additional Loans; and (vii) each of the representations and warranties made by the Seller Originator pursuant to Sections 3.02 (including without limitation that each such Additional Loan is an Eligible Loan) and 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Cut-Off Date;. (vid) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the applicable Additional Loan Loans identified on the Subsequent List of Loans has been sold by the Seller Originator to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lender. (ce) The Servicer, the Issuer and the Trustee (at the request Originator shall deliver prior written notice of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release inclusion of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each an Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.Xxxxx’x, Fitch and S&P.

Conveyance of Additional Loans. (a) With respect to any Additional Loans to be conveyed to the Issuer by the Trust Depositor pursuant to Section 2.07 of the Sale and Servicing Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Additional Loan Cutoff Date)herein, all the right, title and interest of the Seller in and to such Additional Loans and Related Property. (b) During the Reinvestment Investment Period, the Seller shall transfer to the Trust Depositor hereunder the applicable Additional Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Date: (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller shall have provided the Trust Depositor with timely notice of such acquisition, which shall be delivered no later than 11:00 a.m. on the related Additional Loan Cutoff Date; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional Loan; (iv) the Seller shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Date; (v) each of the representations and warranties made by the Seller pursuant to Sections 3.02 and 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Date;; and (vi) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Additional Loan Cutoff Date, indicate in its Computer Records that ownership of each Additional Loan identified on the Subsequent List of Loans has been sold by the Seller to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lender. (c) The Servicer, the Issuer and the Trustee (at the request of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.

Conveyance of Additional Loans. (a) With respect to The Originator may, at its option (but shall not be obligated to) at any Additional Loans to be conveyed time during the Ramp-Up Period and the Replenishment Period and subject to the Issuer by the Trust Depositor pursuant to conditions set forth in this Section 2.07 of the Sale and Servicing Agreement2.05, the Seller hereby sellssell, transferstransfer, assigns, sets assign set over and otherwise conveys to the Trust Depositor, without recourse other than as expressly provided herein (and the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer convey to the Trust Depositor on (by delivery of a Subsequent Purchase Agreement in the related Additional Loan Cutoff Dateform of Exhibit J to the Transfer and Servicing Agreement), all the Trust Originator’s right, title and interest in Additional Loan Assets, which shall become part of the Seller in and Loan Assets. Upon the acquisition of any Additional Loan Assets pursuant to this Section 2.05, such Additional Loans Loan Assets shall thereupon be conveyed by the Trust Depositor to the Issuer and Related Propertybecome part of the Indenture Collateral subject to the Lien of the Indenture. The Originator represents and warrants in connection with the foregoing that it will not cause the Trust Depositor to acquire any Additional Loan pursuant to this Section 2.05 for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) During the Reinvestment Replenishment Period, each Additional Loan to be purchased by the Seller Trust Depositor for conveyance to the Issuer for inclusion in the Loan Pool will be eligible for purchase by the Trust Depositor for conveyance to the Issuer and inclusion in the Indenture Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Loan Pool, the Portfolio Criteria are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of an Additional Loan, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loan. For purposes of determining compliance with the Portfolio Criteria, any Additional Loan which does not have a rating from each Rating Agency as of the applicable Cut-Off Date will be deemed to have an S&P Rating of “CCC,” a Xxxxx’x Rating of “Caa2” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency. (c) The Originator shall transfer to the Trust Depositor hereunder the applicable Additional Loans and Related Property the other property and rights related thereto described in Section 2.05(a) only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Transfer Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and the Originator that such conditions are satisfied as of the related Subsequent Transfer Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Indenture Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than 11:00 a.m. on five days prior to the related Subsequent Transfer Date; (ii) after giving effect to the inclusion of the applicable Additional Loans in the Loan Cutoff DatePool during the Replenishment Period, the Portfolio Criteria are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loan, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loan; (iii) the Seller Originator shall have delivered to the Trust Depositor and Indenture Trustee a duly executed Subsequent Purchase Agreement in substantially the form of Exhibit J to the Transfer and Servicing Agreement, which shall include a Subsequent List of Loans listing the Additional Loans; and (iv) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional LoanLoans; (ivv) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Subsequent Cut-Off Date; (vvi) as of each Subsequent Transfer Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer hereunder or under the Transfer and Servicing Agreement nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders or the Swap Counterparties shall have been utilized in selecting the Additional Loans; and (viii) each of the representations and warranties made by the Seller Originator pursuant to Sections 3.02 (including without limitation that such Additional Loan is an Eligible Loan), 3.03(b)(ii) (except that any reference therein to an Initial Loan shall be deemed a reference to an Additional Loan) and 3.04 hereof applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Subsequent Transfer Date;. (vid) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Additional Loan Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold by to the Seller to Issuer through the Trust Depositor and by the Trust Depositor to the Issuer pursuant to this Agreement and the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lenderAgreement. (c) The Servicer, the Issuer and the Trustee (at the request of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunder.

Conveyance of Additional Loans. (a) With respect to The Issuer may, at any Additional Loans to be conveyed time during the Pre-Funding Period and the Replenishment Period and subject to the Issuer by conditions set forth in this Section 2.05, apply Principal Collections and (solely during the Pre-Funding Period) Unused Proceeds standing to the credit of the Principal Collections Account to purchase from the Trust Depositor (by delivery of a Subsequent Transfer Agreement in the form of Exhibit I hereto) Additional Loan Assets. Upon the purchase of any Additional Loan Assets pursuant to and in accordance with this Section 2.07 2.05, such Additional Loan Assets shall become part of the Sale and Servicing Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys Indenture Collateral subject to the Trust Depositor, without recourse other than as expressly provided herein (Lien of the Indenture. The Servicer represents and warrants in connection with the Trust Depositor shall purchase through cash payment and/or by exchange of one or more related Loans released by foregoing that it will not cause the Issuer to the Trust Depositor on the related purchase any Additional Loan Cutoff Date), all pursuant to this Section 2.05 for the right, title and interest primary purpose of the Seller in and to such Additional Loans and Related Propertyrecognizing gains or decreasing losses resulting from market value changes. (b) Within five Business Days after the Effective Date, the Servicer will (i) engage Independent Accountants to determine the extent of compliance with the Portfolio Criteria of the Loans included in the Collateral as of the Effective Date, (ii) deliver to the Indenture Trustee and the Rating Agencies an Officer’s Certificate certifying the compliance with the Portfolio Criteria of the Loans included in the Collateral as of the Effective Date and appending thereto the Quarterly Report and the Additional Loan Information Schedule, and (iii) request that each Rating Agency confirm in writing within 60 Business Days after the initial Payment Date (or such later date as each Rating Agency may determine (in such case, the Servicer shall provide to the Indenture Trustee and the Backup Servicer written notice of each such Rating Agency’s projected later date)) that such Rating Agency has not reduced or withdrawn any of the ratings assigned to the Offered Notes on the Closing Date (the “Effective Date Ratings Confirmation”). Within 60 Business Days after the initial Payment Date, the Servicer will deliver to the Indenture Trustee and the Rating Agencies a report of the Independent Accountants certifying the results of the determination made with respect to clause (ii) above. If (A) the Servicer fails to deliver the Officer’s Certificate referenced in clause (ii) above, (B) any Rating Agency notifies the Issuer or the Servicer on the Issuer’s behalf within 60 Business Days after the initial Payment Date (or such later date as each Rating Agency may determine) that its rating on any Class of Offered Notes will be reduced or withdrawn, or fails to respond to the request for an Effective Date Ratings Confirmation, or (C) the Servicer fails to deliver the report of the Independent Accountants referenced above (any of such events, an “Effective Date Ratings Downgrade”), the Servicer on behalf of the Issuer shall present a Proposed Plan to the Rating Agencies to obtain an Effective Date Ratings Confirmation. If a Proposed Plan has not been presented and accepted by the Rating Agencies, resulting in an Effective Date Ratings Confirmation on or prior to the first Payment Date following the applicable Effective Date Ratings Downgrade (a “Ratings Confirmation Failure”), such Payment Date and any succeeding Payment Date will be a Sequential Payment Date, until such date as each such Rating Agency has delivered an Effective Date Ratings Confirmation or until the Outstanding Principal Balance of each Class of Notes is reduced to zero. (c) During the Reinvestment Pre-Funding Period and the Replenishment Period, each Additional Loan to be purchased by the Seller Issuer for inclusion in the Loan Pool will be eligible for purchase by the Issuer and inclusion in the Indenture Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Loan Pool, the Portfolio Criteria and the Portfolio Acquisition and Disposition Requirements are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans. (d) [Reserved]. (e) The Originator shall transfer to the Trust Depositor hereunder and the applicable Trust Depositor shall transfer to the Issuer the Additional Loans and Related Property the other property and rights related thereto described in Section 2.05(a) only upon the satisfaction of each of the following conditions on or prior to the related Additional Loan Cutoff Transfer Date (and the delivery of a related Addition Notice by the Issuer shall be deemed a representation and warranty by the Issuer, the Trust Depositor and the Originator that such conditions are satisfied as of the related Subsequent Transfer Date:): (i) such Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Issuer; (ii) the Seller Trust Depositor shall have provided the Trust Depositor Issuer and the Indenture Trustee with a timely notice of such acquisitionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than 11:00 a.m. on five days prior to the related Subsequent Transfer Date; (ii) after giving effect to the inclusion of the applicable Additional Loans in the Loan Cutoff DatePool during the Replenishment Period, the Portfolio Criteria and the Portfolio Acquisition and Disposition Requirements are satisfied; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loans, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loans; (iii) the Seller Originator shall have delivered to the Trust Depositor and Indenture Trustee a duly executed Subsequent Purchase Agreement in substantially the form of Exhibit J hereto, which shall include a Subsequent List of Loans listing the Additional Loans; (iv) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Additional Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional LoanLoans; (ivv) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Additional Loans on and after the related Additional Loan Cutoff Subsequent Cut-Off Date; (vvi) as of each Subsequent Transfer Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders or the Swap Counterparties shall have been utilized in selecting the Additional Loans; and (viii) each of the representations and warranties made by the Seller Originator and Trust Depositor pursuant to Sections Section 3.02 (including without limitation that such Additional Loan is an Eligible Loan), Section 3.03(b) (except that any reference therein to an Initial Loan shall be deemed a reference to an Additional Loan) and Section 3.04 applicable to the Additional Loans shall be true and correct as of the related Additional Loan Cutoff Subsequent Transfer Date;. (vif) the Seller shall bear all incidental transaction costs incurred in connection with and acquisition of Additional Loans effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Additional Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Additional Loan Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold by to the Seller to Issuer through the Trust Depositor and by the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Additional Loan is a Co-Agented Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Additional Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lenderthis Agreement. (cg) The Servicer, the Issuer and the Trustee (at the request Originator shall deliver prior written notice of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release inclusion of any of the Issuer’s interests in the Loans that are being conveyed. (d) The Seller represents and warrants that each an Additional Loan is a Qualified Additional Loan as of the date such Additional Loan is transferred to the Trust Depositor hereunderXxxxx’x, S&P and Fitch.