Common use of Conveyance of Substitute Loans Clause in Contracts

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller as described in Section 2.06, 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.10): (i) the Trust Depositor shall have provided the Issuer and the Trustee with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute 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 Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date; (vi) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Issuer by the Trust Depositor by pursuant to Section 2.04 and Section 2.06 of the Seller as described in Section 2.06Sale 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the such Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Substitute Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. In the event that the Trust Depositor is no longer the sole Certificateholder, the Trust Depositor will obtain the approval of an independent pricing advisor prior to receiving any Substitute Loan from the Seller. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral)[Reserved]. (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.102.09 of the Sale and Servicing Agreement): (i) the Trust Depositor Seller shall have provided the Issuer and the Trustee Trust Depositor with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute 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 Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor Seller pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date;; and (vi) the Seller shall bear all incidental transactions transaction costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted. (e) The Seller represents and warrants that each Substitute Loan is a Qualified Substitute Loan as of the date such Substitute Loan is transferred to the Trust Depositor hereunder.

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Issuer by the Trust Depositor by pursuant to Section 2.04 and Section 2.06 of the Seller as described in Section 2.06Sale 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the such Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Substitute Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. In the event that the Trust Depositor is no longer the sole Certificateholder, the Trust Depositor will obtain the approval of an independent pricing advisor prior to receiving any Substitute Loan from the Seller. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral)[Reserved]. (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.102.09 of the Sale and Servicing Agreement): (i) the Trust Depositor Seller shall have provided the Issuer and the Trustee Trust Depositor with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute 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 Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor Seller pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date; (vi) the Seller shall bear all incidental transactions transaction costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute 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 Substitute Loan is a Co-Agented Loans Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted. (e) The Seller represents and warrants that each Substitute Loan is a Qualified Substitute Loan as of the date such Substitute Loan is transferred to the Trust Depositor hereunder.

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller as described in Section 2.06, 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.102.09): (i) the Trust Depositor shall have provided the Issuer and the Trustee with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute 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 Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date;; and (vi) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to subsections 2.01(d) and (e) and the satisfaction of the conditions set forth in paragraph (c) of this Section 2.04, the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys Exhibit J to the Trust DepositorTransfer and Servicing Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the following (the property in clauses (i)–(vii) below, but in each case excluding the Retained Interest and the Excluded Amounts, upon such transfer, becoming part of the “Loan Assets”): (i) the Substitute Loans identified in the related Addition Notice and Related Property. The purchase price may equal, exceed or be less than the fair market value all Collections and other monies received in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Cutoff Subsequent Cut–Off Date, plus including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in each case accrued interest thereon. To respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interest granted by the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any Loan is less than and all of the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositorforegoing. (b) Subject to Sections subsections 2.01(d) and (e) and the conditions set forth in Section 2.06subsection 2.04(c), the Trust Depositor Originator shall sell, transfer, assign, set over and otherwise convey to the IssuerTrust Depositor, without recourse other than as expressly provided herein and thereinin this Agreement, (i) all the right, title and interest of the Trust Depositor Originator in and to the Substitute Loans sold pursuant to subsection 2.04(a) and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)–(ii) above, upon such transfer, becoming part of shall be included in the Collateralterm “Loan Assets”). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04(a), in the case of the Originator, or subsection 2.04(b), in the case of the Trust Depositor, above only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which notice shall in any event be delivered no later than 11:00 a.m. on five (5) days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut–Off Date; (vvii) 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; (viii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Securityholders or the Swap Counterparties shall have been utilized in selecting the Substitute Loans; (ix) each of the representations and warranties made by the Originator and the Trust Depositor pursuant to Sections subsections 3.02 (including without limitation that such Substitute Loan is an Eligible Loan), 3.03(b)(i), (ii) and (iv), 3.04 and 3.05 of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, and applicable to the Substitute Loans shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect to the representation and warranty made by the Originator and Trust Depositor in subsection 3.05(a) of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan, (b) the representations and warranties made by the Originator and Trust Depositor in subsections 3.03(b)(iv) and 3.05 of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, shall be determined as if such Substitute Loan Cutoff Datewere included in the Loan Pool as of the Initial Cut–Off Date and (c) the representation in clause 37 of the definition of Eligible Loan shall not apply to Substitute Loans that are not fully funded Loans; (vix) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Agreementsthis Agreement; and (viixi) if prior to such Substitute Loan is substitution the Originator has received written confirmation from the Rating Agencies (which shall respond to the Originator within five (5) Business Days after receiving written notice from the Originator of its intention to substitute a Co-Agented Loans or Loan) that the proposed substitution will not result in a Third-Party Agented LoanRatings Effect; provided, the Servicer shall have notified and directed however, that any failure by each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of the SellerRating Agencies to respond to the Originator shall be deemed to be a non–approval by the Rating Agencies; provided, to transfer such payments received from the Obligors further, however, with respect to such Substitute Loan to the Lockbox Account within one (1) business day substitution of receipt of such payments by such co-lendera Prepaid Loan, only notice to, and not confirmation from, Fitch shall be required. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Issuer by the Trust Depositor by pursuant to Section 2.04 and Section 2.06 of the Seller as described in Section 2.06Sale 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the such Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Substitute Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital BUSINESS.29147458.4 contribution with respect to such excess to the Trust Depositor. In the event that the Trust Depositor is no longer the sole Certificateholder, the Trust Depositor will obtain the approval of an independent pricing advisor prior to receiving any Substitute Loan from the Seller. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral)[Reserved]. (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.102.09 of the Sale and Servicing Agreement): (i) the Trust Depositor Seller shall have provided the Issuer and the Trustee Trust Depositor with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute 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 Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor Seller pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date; (vi) the Seller shall bear all incidental transactions transaction costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute 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 Substitute Loan is a Co-Agented Loans Loan or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan either (A) to 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. (d) 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 substituted. (e) The Seller represents and warrants that each Substitute Loan is a Qualified Substitute Loan as of the date such Substitute Loan is transferred to the Trust Depositor hereunder.

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller as described in Section 2.06, 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.10): (i) the Trust Depositor shall have provided the Issuer and the Trustee with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute 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 Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date; (vi) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With Subject to Sections 2.01(d) and (e) and the satisfaction of the conditions set forth in paragraph (b) of this Section 2.04, the Originator may at its option (but shall not be obligated to) (I) deposit to the Principal Collection Account the Transfer Deposit Amount with respect to any Substitute Loans the Loan as to be conveyed which a Substitution Event has occurred and, then, prior to the expiry of (A) during the Ramp-Up Period and the Replenishment Period, 90 days from the date of such deposit and (B) following the Replenishment Period, 180 days from the date of such deposit, convey to the Trust Depositor by the Seller one or more Loans as described in Section 2.06the following clause (II) in exchange for the funds so deposited or a portion thereof, the Seller hereby sellsor (II) contemporaneously, transferssell, assignstransfer, sets assign, set over and otherwise conveys convey to the Trust DepositorDepositor (by delivery of an executed Subsequent Purchase Agreement substantially in the form attached as Exhibit J to the Transfer and Servicing Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans following (the property in clauses (ii)-(vi) below, but in each case excluding the Retained Interest and (ii) abovethe Excluded Amounts, upon such transfer, becoming part of the Collateral“Loan Assets”): (i) the Substitute Loans identified in the related Addition Notice and all Collections and other monies due or to become due in payment of such Substitute Loans on and after the related Subsequent Cut-Off Date, including any Prepayment Amounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interest granted by the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (cb) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Section 2.04(a) above only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof, which notice shall in any event be delivered no later than 11:00 a.m. on five days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) after giving effect to the inclusion of the applicable Substitute Loans in the Loan Pool effected after the Ramp-Up 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 a Substitute 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 Substitute Loan; provided that for purposes of determining compliance with the Portfolio Criteria, any Substitute 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. (v) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (vi) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvii) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vviii) 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; (ix) 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 Substitute Loans; (x) each of the representations and warranties made by the Originator and the Trust Depositor pursuant to Sections 3.02 (including, without limitation, that such Substitute Loan is an Eligible Loan), 3.03(b)(i) and (ii) (except that any reference in Section 3.03(b) to an Initial Loan shall be deemed a reference to a Substitute Loan) and 3.04 hereof and, with respect to the Originator only, this Agreement, and applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Subsequent Transfer Date;; and (vixi) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted.

Conveyance of Substitute Loans. (ai) Subject to Sections 2.01(d) and (e) and, as applicable, the satisfaction of the conditions set forth in Section 2.04(c), the Originator may, at its option (but shall not be obligated to) either: (1) contemporaneously convey to the Trust Depositor one or more Loans as described in Section 2.04(b); or (2) deposit to the Principal Collection Account the Transfer Deposit Amount with respect to any Loan as to which a Substitution Event has occurred and then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in Section 2.04(b) in exchange for the funds or portion thereof so deposited. (ii) Any substitution pursuant to this Section 2.04 shall be initiated by delivery of written notice (a “Notice of Substitution”) to the Trustee from the Servicer that the Originator intends to substitute a Loan pursuant to this Section 2.04 and shall be completed prior to the earlier of: (1) the expiration of 90 days after delivery of such notice; (2) delivery of written notice to the Trustee from the Originator stating that it does not intend to use any remaining deposit to purchase Substitute Loans; or (3) in the case of a Loan which has become subject to a Material Modification, the effective date set forth in such Material Modification (such period described in clause (ii)(1), (2) or (3), as applicable, being the “Substitution Period”). (iii) Each Notice of Substitution shall specify the Loan to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Loan. On the last day of any Substitution Period, any amounts previously deposited in accordance with clause (a)(i)(2) above which relate to such Substitution Period that have not been applied to acquire one or more Substitute Loans shall be deemed to constitute Principal Collections and shall be transferred on the next Distribution Date to the Note Distribution Account and distributed in accordance with the Priority of Payments set forth in the Sale and Servicing Agreement; provided that no such distribution shall be made during the Reinvestment Period if the Special Redemption criteria are not satisfied with respect to such amount; provided further that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Collections and shall remain in the Principal Collection Account until applied to acquire Substitute Loans or distributed in accordance with the Priority of Payments. The price paid (or, in the case of a contemporaneous conveyance of a Substitute Loan pursuant to clause (a)(i)(1) above, deemed paid) by the Trust Depositor for any Substitute 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) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller Originator as described in Section 2.062.04(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 or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Cut-Off Date), all the right, title and interest of the Seller Originator in and to the Substitute Loans and Related PropertyLoan Assets. The To the extent the purchase price may equal, exceed or be paid to the Originator for any Substitute Loan is less than the fair market value of such Substitute Loan as of Loan, the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent difference between such fair market value and the purchase price of any Loan is less than the fair market value thereof, the Seller will shall be deemed to have made be a capital contribution with respect to such excess made by the Originator to the Trust DepositorDepositor on the relevant Cut-Off Date. (bc) Subject to Sections 2.01(d) and (e) ), and the conditions set forth in Section 2.062.04(d), the Trust Depositor Originator shall sell, transfer, assign, set over and otherwise convey to the IssuerTrust Depositor, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor Originator in and to the Substitute Loans sold pursuant to Sections 2.04(a) and (b), and (ii) all other Related Property rights and property interests consisting of Substitute Loan Assets related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (cd) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Sections 2.04(b) and (c) only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Cut-Off Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Cut-Off Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Trustee with a timely notice Addition Notice complying with the definition thereof (a copy of such substitutionwhich shall be provided to S&P promptly after it is delivered to the Trustee), which Addition Notice shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Cut-Off Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) after giving effect to the Seller inclusion of the applicable Substitute Loans in the Collateral, (x) the Portfolio Acquisition and Disposition Requirements are satisfied, (y) the Portfolio Criteria are satisfied and (z) the Substitute Loan(s) being conveyed to the Trust Depositor and in turn to the Issuer satisfy the Substitute Loan Qualification Conditions; provided that (A) if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of a Substitute 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 Substitute Loan and (B) clause (A) above shall not be applicable if, but for the operation of such clause, such substitution would not have been permitted in light 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 substitution of such Substitute Loan; provided further that for purposes of determining compliance with the Portfolio Criteria, any Substitute 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 as determined by the Servicer in accordance with the criteria set forth in the definition of “S&P Rating”, a Xxxxx’x Rating of “Caa1” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency; (iv) the Originator and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute Loan; (ivv) 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 Substitute Loans on and after the related Substitute Loan Cutoff Cut-Off Date; (vvi) each of the representations and warranties made by the Trust Depositor Originator pursuant to Sections 3.02 (including without limitation that each such Substitute Loan is an Eligible Loan) and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Cut-Off Date; (vivii) the Seller Originator shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the Substitute 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 (viiviii) if prior to such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loansubstitution the Originator shall provide written notice to each Rating Agency; provided, the Servicer however, that Fitch shall have notified and directed each of Hercules’s co-lenders under such Substitute Loan that be entitled to receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect Originator financial statements, credit committee papers and such other information relating to such Substitute Loan as is reasonably requested by Fitch in connection with the proposed substitution of a Loan. (e) Notwithstanding anything in this Section 2.04 to the Lockbox Account within one contrary, in connection with any substitution to be effected pursuant to this Section 2.04: (1) business day the aggregate Outstanding Loan Balance of receipt all (i) Charged-Off Loans, (ii) Delinquent Loans, (iii) Loans that have a material covenant default, and (iv) Loans which have become subject to a Material Modification of the type specified in clause (ii) of the definition thereof (without regard to whether such Material Modification may otherwise constitute a Material Modification of a type specified in clause (i) of the definition thereof), substituted pursuant to this Section 2.04, when combined with the aggregate Outstanding Loan Balance of all Loans repurchased by the Originator or sold to an Affiliate of the Issuer pursuant to Sections 2.09(a) and 2.05, respectively, of the Sale and Servicing Agreement shall not exceed an amount equal to, as of any date of determination, 10% of the Net Purchased Loan Balance; and (2) the aggregate Outstanding Loan Balance of all Loans substituted pursuant to this Section 2.04, when combined with the aggregate Outstanding Loan Balance of all Loans repurchased by the Originator or sold to an Affiliate of the Issuer pursuant to Sections 2.09(a) and 2.05, respectively, of the Sale and Servicing Agreement, shall not exceed an amount equal to, as of any date of determination, 20% of the Net Purchased Loan Balance; provided that the foregoing limitation shall not apply to Loans substituted by reason of the occurrence of a Substitution Event of the type specified in clause (f) of the definition of such payments by such co-lenderterm. (d) 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 substituted.

Conveyance of Substitute Loans. (a) Subject to Sections 2.01(d) and (e) and, as applicable, the satisfaction of the conditions set forth in Section 2.04(c), the Originator may, at its option (but shall not be obligated to) either (I) contemporaneously convey to the Trust Depositor one or more Loans as described in Section 2.04(b) or (II) deposit to the Principal Collection Account the Transfer Deposit Amount with respect to any Loan as to which a Substitution Event has occurred and then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in Section 2.04(b) in exchange for the funds or portion thereof so deposited. Any substitution pursuant to this Section 2.04 shall be initiated by delivery of written notice (a “Notice of Substitution”) to the Indenture Trustee that the Servicer intends to substitute a Loan pursuant to this Section 2.04 and shall be completed prior to the earlier of (x) the expiration of 180 days after delivery of such notice, (y) delivery of written notice to the Indenture Trustee from the Servicer stating that it does not intend to use any remaining deposit to purchase Substitute Loans or (z) in the case of a Loan which has become subject to a Material Modification, the effective date set forth in such Material Modification (such period described in clause (II)(x), (y) or (z), as applicable, being the “Substitution Period”). Each Notice of Substitution shall specify the Loan to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Loan. On the last day of any Substitution Period any amounts previously deposited in accordance with clause (II) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Loans shall be deemed to constitute Principal Collections and shall be transferred on the next Distribution Date to the Note Distribution Account and distributed to the Noteholders in accordance with the priority of payments set forth in Section 7.05 (a) or (b) of the Sale and Servicing Agreement, as applicable, and prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Collections and shall remain in the Principal Collection Account. The price paid (or, in the case of a contemporaneous conveyance of a Substitute Loan pursuant to Section 2.04(a)(I), deemed paid) by the Trust Depositor for any Substitute 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) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller Originator as described in Section 2.062.04(a), the Seller hereby sellsOriginator shall sell, transferstransfer, assignsassign, sets set over and otherwise conveys convey to the Trust DepositorDepositor (by delivery of an executed Subsequent Purchase Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Cut-Off Date), all the right, title and interest of the Seller Originator in and to the Substitute Loans and Related PropertyLoan Assets. The To the extent the purchase price may equal, exceed or be paid to the Originator for any Substitute Loan is less than the fair market value of such Substitute Loan as of Loan, the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent difference between such fair market value and the purchase price of any Loan is less than the fair market value thereof, the Seller will shall be deemed to have made be a capital contribution with respect to such excess made by the Originator to the Trust DepositorDepositor on the relevant Cut-Off Date. (bc) Subject to Sections 2.01(d) and (e) ), and the conditions set forth in Section 2.062.04(d), the Trust Depositor Originator shall sell, transfer, assign, set over and otherwise convey to the IssuerTrust Depositor, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor Originator in and to the Substitute Loans sold pursuant to Sections 2.04(a) and (b), and (ii) all other Related Property rights and property interests consisting of Substitute Loan Assets related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (cd) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Sections 2.04(b) and (c) only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Cut-Off Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Cut-Off Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Indenture Trustee with a timely notice Addition Notice complying with the definition thereof (a copy of such substitution, which shall be provided to S&P promptly after it is delivered to the Owner Trustee), which Addition Notice shall in any event be no later than 11:00 a.m. on ten Business Days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) after giving effect to the Seller inclusion of the applicable Substitute Loans in the Collateral, the Portfolio Criteria are satisfied and the Substitute Loan(s) being conveyed to the Trust Depositor and in turn to the Issuer satisfy the Substitute Loan Qualification Conditions ; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of a Substitute 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 Substitute Loan; provided that for purposes of determining compliance with the Portfolio Criteria, any Substitute 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; (iv) the Originator shall have delivered to the Trust Depositor a duly executed Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans; (v) 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 Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Cut-Off Date; (vvii) each of the representations and warranties made by the Trust Depositor Originator pursuant to Sections 3.02 (including without limitation that each such Substitute Loan is an Eligible Loan) and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Cut-Off Date; (viviii) the Seller Originator shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the Substitute Loan Loans identified on the 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 (viiix) if prior to such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, substitution the Servicer Originator has received written confirmation from Xxxxx’x (which shall have notified and directed each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of respond to the Seller, to transfer such payments received Originator within 15 Business Days after receiving written notice from the Obligors Originator of its intention to substitute a Loan) that the proposed substitution will not result in a reduction or withdrawal of any rating then assigned by a Rating Agency to any outstanding Class of Offered Notes; provided, however, that any failure of Xxxxx’x to respond to the Originator shall be deemed a non-approval by Xxxxx’x. In the case of Fitch, only notice to, not confirmation from, Fitch shall be required in connection with respect a proposed substitution, provided, however, that Fitch shall be entitled to receive from the Originator financial statements, credit committee papers and such other information relating to such Substitute Loan to as is reasonably requested by Fitch in connection with the Lockbox Account within one (1) business day proposed substitution of receipt of such payments by such co-lendera Loan. (de) The ServicerNotwithstanding anything in this Section 2.04 to the contrary, in connection with any substitution to be effected pursuant to this Section 2.04, in no event may (x) the aggregate Outstanding Loan Balances of all Loans substituted pursuant to this Section 2.04, when combined with the aggregate Outstanding Loan Balances of all Loans repurchased by the Originator or sold to an Affiliate of the Issuer pursuant to Sections 2.09(a) and 2.05, respectively, of the Sale and Servicing Agreement, exceed an amount equal to 20% of the Expected Aggregate Outstanding or, if less, the Issuer and the Trustee (at the request Aggregate Outstanding Loan Balance as of the ServicerEffective Date; provided that the foregoing limitation shall not apply to Loans substituted by reason of the occurrence of a Substitution Event of the type specified in clause (f) shall execute of the definition of such term, or (y) the aggregate Outstanding Loan Balance of (i) Charged-Off Loans, (ii) Delinquent Loans, (iii) Loans that have a material covenant default, and deliver (iv) Loans which have become subject to a Material Modification of the type specified in clause (ii) of the definition thereof (without regard to whether such instrumentsMaterial Modification may otherwise constitute a Material Modification of a type specified in clause (i) of the definition thereof), consents or other documents and perform substituted pursuant to this Section 2.04, when combined with the aggregate Outstanding Loan Balances of all acts reasonably requested Loans repurchased by the Servicer in order Originator or sold to effect the transfer and release of any an Affiliate of the Issuer’s interests in Issuer pursuant to Sections 2.09(a) and 2.05, respectively, of the Loans that are being substitutedSale and Servicing Agreement exceed an amount equal to 10% of the Expected Aggregate Outstanding Loan Balance or, if less, the Aggregate Outstanding Loan Balance as of the Effective Date.

Conveyance of Substitute Loans. (ai) Subject to Sections 2.01(d) and (e) and, as applicable, the satisfaction of the conditions set forth in Section 2.04(d), the Originator may, at its option (but shall not be obligated to) either: (1) contemporaneously convey to the Trust Depositor one or more Loans as described in Section 2.04(b); or (2) deposit to the Principal Collection Account the Transfer Deposit Amount with respect to any Loan as to which a Substitution Event has occurred and then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in Section 2.04(b) in exchange for the funds so deposited or a portion thereof. (ii) Any substitution pursuant to this Section 2.04 shall be initiated by delivery of written notice (a “Notice of Substitution”) to the Trustee from the Servicer that the Originator intends to substitute a Loan pursuant to this Section 2.04 and shall be completed prior to the earliest of: (1) the expiration of 90 days after delivery of such notice; (2) delivery of written notice to the Trustee from the Originator stating that it does not intend to use any remaining deposit to acquire Substitute Loans; or (3) in the case of a Loan which has become subject to a Material Modification, the effective date set forth in such Material Modification (such period described in clause (ii)(1), (2) or (3), as applicable, being the “Substitution Period”). (iii) Each Notice of Substitution shall specify the Loan to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Loan. On the last day of any Substitution Period, any amounts previously deposited in accordance with clause (a)(i)(2) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Loans shall be deemed to constitute Principal Collections and shall be transferred on the next Distribution Date to the Note Distribution Account and distributed in accordance with the Priority of Payments, as applicable; provided that no such distribution shall be made during the Reinvestment Period if the Special Redemption criteria are not satisfied with respect to such amount; provided further that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Collections and shall remain in the Principal Collection Account until applied to acquire Substitute Loans or distributed in accordance with the Priority of Payments. The price paid (or, in the case of a contemporaneous conveyance of a Substitute Loan pursuant to Section 2.04(a)(i)(1), deemed paid) by the Issuer for any Substitute 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) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller Originator as described in Section 2.062.04(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 or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Cut-Off Date), all the right, title and interest of the Seller Originator in and to the Substitute Loans and Related PropertyLoan Assets. The To the extent the purchase price may equal, exceed or be paid to the Originator for any Substitute Loan is less than the fair market value of such Substitute Loan as of Loan, the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent difference between such fair market value and the purchase price of any Loan is less than the fair market value thereof, the Seller will shall be deemed to have made be a capital contribution with respect to such excess made by the Originator to the Trust DepositorDepositor on the relevant Cut-Off Date. (bc) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.062.04(d), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to Sections 2.04(a) and (b), and (ii) all other Related Property rights and property interests consisting of Substitute Loan Assets related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (cd) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Sections 2.04(b) and (c) only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Cut-Off Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Cut-Off Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Trustee with a timely notice Addition Notice complying with the definition thereof contained herein (a copy of such substitutionwhich shall be provided to S&P promptly after it is delivered to the Trustee), which Addition Notice shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Cut-Off Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) after giving effect to the Seller inclusion of the applicable Substitute Loans in the Collateral, (x) the Portfolio Acquisition and Disposition Requirements are satisfied, (y) the Portfolio Criteria are satisfied and (z) the Substitute Loans being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; provided that (A) if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of a Substitute 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 Substitute Loan, and (B) clause (A) above shall not be applicable if, but for the operation of such clause, such substitution would not have been permitted in light 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 substitution of such Substitute Loans; provided further that for purposes of determining compliance with the Portfolio Criteria, any Substitute 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 as determined by the Servicer in accordance with the criteria set forth in the definition of “S&P Rating”, a Xxxxx’x Rating of “Caa1” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency; (iv) the Originator and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute Loan; (ivv) 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 Substitute Loans Loan on and after the related Substitute Loan Cutoff Cut-Off Date; (vvi) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 (including without limitation that each such Substitute Loan is an Eligible Loan) and 3.04 applicable to the Substitute Loans Loan shall be true and correct as of the related Substitute Loan Cutoff Cut-Off Date; (vivii) the Seller Originator shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the Substitute 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 (viiviii) if prior to such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loansubstitution the Originator shall provide written notice to each Rating Agency; provided, the Servicer however, that Fitch shall have notified and directed each of Hercules’s co-lenders under such Substitute Loan that be entitled to receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect Originator financial statements, credit committee papers and such other information relating to such Substitute Loan to as is reasonably requested by Fitch in connection with the Lockbox Account within one (1) business day proposed substitution of receipt of such payments by such co-lendera Loan. (de) Notwithstanding anything in this Section 2.04 to the contrary, any substitution of Loans to be effected pursuant to this Section 2.04 shall be subject to the limitations set forth in Section 2.09(b) and Section 2.09(c), if applicable. (f) 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 substituted. (g) The Servicer on behalf of the Issuer shall present each Substitute Loan proposed to be included in the Collateral to each Rating Agency (on or prior to the acquisition thereof in the case of S&P and within ten Business Days following the acquisition thereof in the case of Xxxxx’x) for review by such Rating Agency in order that each Rating Agency 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 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, (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 no obligation to present a Substitute 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.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to subsections 2.01(d) and (e) above and the satisfaction of the conditions set forth in subsection 2.04(c), the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust DepositorExhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the following (the items in clauses (i)–(vii) below, but in each case excluding the Retained Interest and the Excluded Amounts, upon such transfer, becoming part of the “Loan Assets”): (i) the Substitute Loans identified in the related Addition Notice and Related Property. The purchase price may equal, exceed or be less than the fair market value all Collections and other monies received in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Cutoff Subsequent Cut–Off Date, plus including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in each case accrued interest thereon. To respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the security interest of the Trust Depositor in such Collateral, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan is less than Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the fair market value thereof, Trust Accounts and all Trust Account Property (to the Seller will be deemed to have made a capital contribution with respect to such excess to extent of the Trust Depositor’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (b) Subject to Sections subsections 2.01(d) and (e) and the conditions set forth in Section 2.06subsection 2.04(c), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to subsection 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)–(ii) above, upon such transfer, becoming part of shall then be included in the Collateralterm “Loan Assets”). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04(a), in the case of the Originator, or subsection 2.04(b), in the case of the Trust Depositor, above only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which notice shall in any event be delivered no later than 11:00 a.m. on five (5) days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut–Off Date; (vvii) 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; (viii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Securityholders or the Swap Counterparties shall have been utilized in selecting the Substitute Loans; (ix) each of the representations and warranties made by the Originator and Trust Depositor pursuant to Sections subsections 3.02 (including without limitation that such Substitute Loan is an Eligible Loan), 3.03(b)(i), (ii) and 3.04 (iv), 3.04, and 3.05 applicable to the Substitute Loans shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect to the representation and warranty made by the Originator and Trust Depositor in subsection 3.05(a), such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan, (b) the representations and warranties made by the Originator and Trust Depositor in subsections 3.03(b)(iv) and 3.05 shall be determined as if such Substitute Loan Cutoff Datewere included in the Loan Pool as of the Initial Cut–Off Date and (c) the representation in clause 37 of the definition of Eligible Loan shall not apply to Substitute Loans that are not fully funded Loans; (vix) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Agreementsthis Agreement; and (viixi) if prior to such Substitute Loan is substitution the Originator has received written confirmation from the Rating Agencies (which shall respond to the Originator within five (5) Business Days after receiving written notice from the Originator of its intention to substitute a Co-Agented Loans or Loan) that the proposed substitution will not result in a Third-Party Agented LoanRatings Effect; provided, the Servicer shall have notified and directed however, that any failure by each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of the SellerRating Agencies to respond to the Originator shall be deemed to be a non–approval by the Rating Agencies; provided, to transfer such payments received from the Obligors further, however, with respect to such Substitute Loan to the Lockbox Account within one (1) business day substitution of receipt of such payments by such co-lendera Prepaid Loan, only notice to, and not confirmation from, Fitch shall be required. (d) 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 substituted.

Conveyance of Substitute Loans. (ai) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller as described in Section 2.06, 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of listed in the related Substitute Loan Addition Notice, all payments paid in respect thereof and all monies due, to become due or paid in respect thereof accruing on and after the related Subsequent Cutoff DateDates and all Liquidation Proceeds and recoveries thereon, plus in each case accrued interest thereon. To as they arise after the extent related Subsequent Cutoff Dates, but not including the purchase price of any Loan is less than the fair market value thereofRetained Interest or Interest Collections received prior to December 1, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor.2001; (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all security interests and liens and Collateral subject thereto from time to time purporting to secure payment by Obligors under such Loans; (iii) all guaranties, indemnities and warranties, and other Related Property related agreements or arrangements of whatever character from time to time supporting or securing payment of such Substitute Loans Loans; (iv) all collections and records (including computer records) with respect to the property in clauses foregoing; (iv) all documents relating to the Loan Files; and (vi) all income, payments, proceeds and (ii) above, upon such transfer, becoming part other benefits of any and all of the Collateral)foregoing. (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder Trust the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04(a) only upon ------------------ the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator, that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which Notice shall in any event be delivered no later than 11:00 a.m. on ten (10) Business Days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Trust satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written assignment in substantially the form of Exhibit J hereto --------- (the "Subsequent Purchase Agreement"), which shall include a Subsequent ----------------------------- List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and Trust a duly executed written assignment (including an acceptance by the Trustee Owner Trustee) in substantially the form of Exhibit I hereto (the "Subsequent Transfer --------- ------------------- Agreement"), which shall include a Subsequent List of Loans listing the applicable --------- Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Principal Collections and Interest Collections received by it with respect to the applicable Substitute Loans on and after the related Substitute Loan Subsequent Cutoff Date; (vvii) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 3.02, 3.03(i), (ii) and 3.04 (iv), 3.04, and 3.05 ------------- ------- -- -- ---- ---- applicable to the Substitute Loans shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect --------- ------- ---- to the representation and warranty made by the Trust Depositor in subsection 3.05(a), such representation and warranty shall only apply to a ------------------ Loan that is being substituted for a Loan that is not an Eligible Loan and (b) with respect to the representations and warranties made by the Trust Depositor in subsections 3.03(iv) and 3.05, such representations and -------------------- ---- warranties shall be determined based upon the Outstanding Loan Balances of the Substitute Loans as of the applicable Subsequent Transfer Date over the Initial Aggregate Outstanding Loan Cutoff DateBalance; (viviii) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute Loan Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold by the Seller to the Trust Depositor and by through the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreementsthis Agreement; and (viiix) if prior to such Substitute Loan is substitution the Originator has received written confirmation from the Rating Agencies (which shall respond to the Originator within ten (10) Business Days after receiving written notice from the Originator of its intention to substitute a Co-Agented Loans Loan) that the proposed substitution will not result in a reduction or a Third-Party Agented Loanwithdrawal of the rating on the Class A Notes or Class B Notes; provided, the Servicer shall have notified and directed however, that any -------- ------- failure by each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of the Seller, Rating Agencies to transfer such payments received from the Obligors with respect to such Substitute Loan respond to the Lockbox Account within one (1) business day of receipt of such payments by such coOriginator shall be deemed a non-lender. (d) 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 approval by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being substitutedRating Agencies.

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Issuer by the Trust Depositor by pursuant to Section 2.04 and Section 2.06 of the Seller as described in Section 2.06Sale 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the such Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Substitute Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. In the event that the Trust Depositor is no longer the sole Certificateholder, the Trust Depositor will obtain the approval of an independent pricing advisor prior to receiving any Substitute Loan from the Seller. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral)[Reserved]. (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.102.09 of the Sale and Servicing Agreement): (i) the Trust Depositor Seller shall have provided the Issuer and the Trustee Trust Depositor with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute 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 Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor Seller pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date; (vi) the Seller shall bear all incidental transactions transaction costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted. (e) The Seller represents and warrants that each Substitute Loan is a Qualified Substitute Loan as of the date such Substitute Loan is transferred to the Trust Depositor hereunder.

Conveyance of Substitute Loans. (ai) Subject to Sections 2.01(d) and (e) and, as applicable, the satisfaction of the conditions set forth in Section 2.04(d), the Originator may, at its option (but shall not be obligated to) either: (1) contemporaneously convey to the Trust Depositor one or more Loans as described in Section 2.04(b); or (2) deposit to the Principal Collection Account the Transfer Deposit Amount with respect to any Loan as to which a Substitution Event has occurred and then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in Section 2.04(b) in exchange for the funds so deposited or a portion thereof. (ii) Any substitution pursuant to this Section 2.04 shall be initiated by delivery of written notice (a “Notice of Substitution”) to the Trustee from the Servicer that the Originator intends to substitute a Loan pursuant to this Section 2.04 and shall be completed prior to the earliest of: (1) the expiration of 90 days after delivery of such notice; (2) delivery of written notice to the Trustee from the Servicer stating that it does not intend to use any remaining deposit to acquire Substitute Loans; or (3) in the case of a Loan which has become subject to a Material Modification, the effective date set forth in such Material Modification (such period described in clause (ii)(1), (2) or (3), as applicable, being the “Substitution Period”). (iii) Each Notice of Substitution shall specify the Loan to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Loan. On the last day of any Substitution Period, any amounts previously deposited in accordance with clause (a)(i)(2) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Loans shall be deemed to constitute Principal Collections and shall be transferred on the next Distribution Date to the Note Distribution Account and distributed to the Noteholders in accordance with the Priority of Payments, as applicable; provided that no such distribution shall be made during the Reinvestment Period if the Special Redemption criteria are not satisfied with respect to such amount; provided further that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Collections and shall remain in the Principal Collection Account until applied to acquire Substitute Loans or distributed in accordance with the Priority of Payments. The price paid (or, in the case of a contemporaneous conveyance of a Substitute Loan pursuant to Section 2.04(a)(i)(l), deemed paid) by the Issuer for any Substitute 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) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller Originator as described in Section 2.062.04(a), the Seller hereby sellsOriginator shall sell, transferstransfer, assignsassign, sets set over and otherwise conveys convey to the Trust DepositorDepositor (by delivery of an executed Subsequent Transfer Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Cut-Off Date), all the right, title and interest of the Seller Originator in and to the Substitute Loans and Related PropertyLoan Assets. The To the extent the purchase price may equal, exceed or be paid to the Originator for any Substitute Loan is less than the fair market value of such Substitute Loan as of Loan, the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent difference between such fair market value and the purchase price of any Loan is less than the fair market value thereof, the Seller will shall be deemed to have made be a capital contribution with respect to such excess made by the Originator to the Trust DepositorDepositor on the relevant Cut-Off Date. (bc) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.062.04(d), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to Sections 2.04(a) and (b), and (ii) all other Related Property rights and property interests consisting of Substitute Loan Assets related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (cd) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Sections 2.04(b) and (c) only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Cut-Off Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Cut-Off Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Trustee with a timely notice Addition Notice complying with the definition thereof contained herein (a copy of such substitutionwhich shall be provided to S&P promptly after it is delivered to the Owner Trustee), which Addition Notice shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Cut-Off Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) after giving effect to the Seller inclusion of the applicable Substitute Loans in the Collateral, (x) the Portfolio Acquisition and Disposition Requirements are satisfied, (y) the Portfolio Criteria are satisfied and (z) the Substitute Loans being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of a Substitute 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 Substitute Loan; provided further that for purposes of determining compliance with the Portfolio Criteria, any Substitute 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; (iv) the 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 Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivv) 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 Substitute Loans Loan on and after the related Substitute Loan Cutoff Cut-Off Date; (vvi) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 (including without limitation that each such Substitute Loan is an Eligible Loan) and 3.04 applicable to the Substitute Loans Loan shall be true and correct as of the related Substitute Loan Cutoff Cut-Off Date; (vivii) the Seller Originator shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the Substitute Loan identified on the 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 (viiviii) if prior to such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loansubstitution the Originator shall provide written notice to each Rating Agency; provided, the Servicer however, that Fitch shall have notified and directed each of Hercules’s co-lenders under such Substitute Loan that be entitled to receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect Originator financial statements, credit committee papers and such other information relating to such Substitute Loan to as is reasonably requested by Fitch in connection with the Lockbox Account within one (1) business day proposed substitution of receipt of such payments by such co-lendera Loan. (de) Notwithstanding anything in this Section 2.04 to the contrary, any substitution of Loans to be effected pursuant to this Section 2.04 shall be subject to the limitations set forth in Section 2.09(b), if applicable. (f) 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 substituted. (g) The Servicer on behalf of the Issuer shall present each Substitute 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 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 default 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 no obligation to present a Substitute Loan to Xxxxx’x if a Xxxxx’x Rating for such Loan has been determined by reference to clause (e) of the definition of Xxxxx’x Rating.

Conveyance of Substitute Loans. (ai) Subject to Sections 2.01(d) and (e) and, as applicable, the satisfaction of the conditions set forth in Section 2.04(c), the Originator may, at its option (but shall not be obligated to) either: (1) contemporaneously convey to the Trust Depositor one or more Loans as described in Section 2.04(b); or (2) deposit to the Principal Collection Account the Transfer Deposit Amount with respect to any Loan as to which a Substitution Event has occurred and then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in Section 2.04(b) in exchange for the funds or portion thereof so deposited. (ii) Any substitution pursuant to this Section 2.04 shall be initiated by delivery of written notice (a “Notice of Substitution”) to the Trustee that the Servicer intends to substitute a Loan pursuant to this Section 2.04 and shall be completed prior to the earlier of: (1) the expiration of 90 days after delivery of such notice; (2) delivery of written notice to the Trustee from the Servicer stating that it does not intend to use any remaining deposit to purchase Substitute Loans; or (3) in the case of a Loan which has become subject to a Material Modification, the effective date set forth in such Material Modification (such period described in clause (ii)(1), (2) or (3), as applicable, being the “Substitution Period”). (iii) Each Notice of Substitution shall specify the Loan to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Loan. On the last day of any Substitution Period any amounts previously deposited in accordance with clause (a)(i)(2) above which relate to such Substitution Period that have not been applied to acquire one or more Substitute Loans shall be deemed to constitute Principal Collections and shall be transferred on the next Distribution Date to the Note Distribution Account and distributed to the Noteholders in accordance with the Priority of Payments set forth in the Sale and Servicing Agreement; provided that no such distribution shall be made during the Reinvestment Period if the Special Redemption criteria are not satisfied with respect to such amount; provided further that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Collections and shall remain in the Principal Collection Account. The price paid (or, in the case of a contemporaneous conveyance of a Substitute Loan pursuant to clause (a)(i)(1) above, deemed paid) by the Trust Depositor for any Substitute 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) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller Originator as described in Section 2.062.04(a), the Seller hereby sellsOriginator shall sell, transferstransfer, assignsassign, sets set over and otherwise conveys convey to the Trust DepositorDepositor (by delivery of an executed Subsequent Transfer Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Cut-Off Date), all the right, title and interest of the Seller Originator in and to the Substitute Loans and Related PropertyLoan Assets. The To the extent the purchase price may equal, exceed or be paid to the Originator for any Substitute Loan is less than the fair market value of such Substitute Loan as of Loan, the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent difference between such fair market value and the purchase price of any Loan is less than the fair market value thereof, the Seller will shall be deemed to have made be a capital contribution with respect to such excess made by the Originator to the Trust DepositorDepositor on the relevant Cut-Off Date. (bc) Subject to Sections 2.01(d) and (e) ), and the conditions set forth in Section 2.062.04(d), the Trust Depositor Originator shall sell, transfer, assign, set over and otherwise convey to the IssuerTrust Depositor, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor Originator in and to the Substitute Loans sold pursuant to Sections 2.04(a) and (b), and (ii) all other Related Property rights and property interests consisting of Substitute Loan Assets related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (cd) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Sections 2.04(b) and (c) only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Cut-Off Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Cut-Off Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Trustee with a timely notice Addition Notice complying with the definition thereof (a copy of such substitutionwhich shall be provided to S&P promptly after it is delivered to the Owner Trustee), which Addition Notice shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Cut-Off Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) after giving effect to the Seller inclusion of the applicable Substitute Loans in the Collateral, (x) the Portfolio Acquisition and Disposition Requirements are satisfied, (y) the Portfolio Criteria are satisfied and (z) the Substitute Loan(s) being conveyed to the Trust Depositor and in turn to the Issuer satisfy the Substitute Loan Qualification Conditions; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of a Substitute 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 Substitute Loan; provided further that for purposes of determining compliance with the Portfolio Criteria, any Substitute 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; (iv) the Originator shall have delivered to the Trust Depositor a duly executed Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans; (v) 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 Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Cut–Off Date; (vvii) each of the representations and warranties made by the Trust Depositor Originator pursuant to Sections 3.02 (including without limitation that each such Substitute Loan is an Eligible Loan) and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Cut-Off Date; (viviii) the Seller Originator shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the Substitute Loan Loans identified on the 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 (viiix) if prior to such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loansubstitution the Originator shall provide written notice to each Rating Agency; provided, the Servicer however, that Fitch shall have notified and directed each of Hercules’s co-lenders under such Substitute Loan that be entitled to receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect Originator financial statements, credit committee papers and such other information relating to such Substitute Loan as is reasonably requested by Fitch in connection with the proposed substitution of a Loan. (e) Notwithstanding anything in this Section 2.04 to the Lockbox Account within one contrary, in connection with any substitution to be effected pursuant to this Section 2.04: (1) business day the aggregate Outstanding Loan Balance of receipt all (i) Charged-Off Loans, (ii) Delinquent Loans, (iii) Loans that have a material covenant default, and (iv) Loans which have become subject to a Material Modification of the type specified in clause (ii) of the definition thereof (without regard to whether such Material Modification may otherwise constitute a Material Modification of a type specified in clause (i) of the definition thereof), substituted pursuant to this Section 2.04, when combined with the aggregate Outstanding Loan Balance of all Loans repurchased by the Originator or sold to an Affiliate of the Issuer pursuant to Sections 2.09(a) and 2.05, respectively, of the Sale and Servicing Agreement shall not exceed an amount equal to, as of any date of determination, 10% of the Net Purchased Loan Balance; and (2) the aggregate Outstanding Loan Balance of all Loans substituted pursuant to this Section 2.04, when combined with the aggregate Outstanding Loan Balance of all Loans repurchased by the Originator or sold to an Affiliate of the Issuer pursuant to Sections 2.09(a) and 2.05, respectively, of the Sale and Servicing Agreement, shall not exceed an amount equal to, as of any date of determination, 20% of the Net Purchased Loan Balance; provided that the foregoing limitation shall not apply to Loans substituted by reason of the occurrence of a Substitution Event of the type specified in clause (f) of the definition of such payments by such co-lenderterm. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to Sections 2.01(d) and (e) above and the satisfaction of the conditions set forth in paragraph (c) below, at the option of the Trust Depositor, the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust DepositorExhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer Trust to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all the right, title and interest of the Seller Originator in and to (the property in clauses (i)-(vi) below, upon such transfer, becoming part of the "LOAN ASSETS"): (i) the Substitute Loans identified in the related Addition Notice, and Related Property. The purchase price may equal, exceed or be less than the fair market value all monies received in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Subsequent Cutoff DateDates, plus any Prepayment Amounts, any Prepayment Premiums, any payments in each case accrued interest thereon. To respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Excluded Amounts; (ii) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a lien thereon), including the security interest of the Trust Depositor in such Collateral and all proceeds from any sale or other disposition of such Collateral (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Loan is less than Files; (iv) all payments made or to be made in the fair market value thereof, the Seller will be deemed to have made a capital contribution future with respect to such excess Loans or the Obligor thereunder under any guarantee or similar credit enhancement with respect to such Loans; (v) all Insurance Proceeds with respect to each such Loan; and (vi) all income from and proceeds of the Trust Depositorforegoing. (b) Subject to Sections 2.01(d) and (e) above and the conditions set forth in Section 2.06paragraph (c) below, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the IssuerTrust, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to Section 2.04(a) above, and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)-(ii) above, upon such transfer, becoming part of the Collateral"TRUST ASSETS"). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder Trust the applicable Substitute Loans and Related Property the other property and rights related thereto described in paragraphs (a), in the case of the Originator, or (b), in the case of the Trust Depositor, above only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator, that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which Notice shall in any event be delivered no later than 11:00 a.m. on five days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Trust, satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written assignment in substantially the form of Exhibit J hereto (the "SUBSEQUENT PURCHASE AGREEMENT"), which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and Owner Trustee a duly executed written assignment (including an acceptance by the Trustee Owner Trustee) in substantially the form of Exhibit I hereto (the "SUBSEQUENT TRANSFER AGREEMENT"), which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and or after the related Substitute Loan Subsequent Cutoff Date; (vvii) 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; (viii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Noteholders or Certificateholder shall have been utilized in selecting the Substitute Loans; (ix) each of the representations and warranties made by the Trust Depositor Originator pursuant to Sections 3.02 3.02, 3.03(b)(i), (ii) and 3.04 (iv), 3.04, and 3.05 applicable to the Substitute Loans shall be true and correct as of the related Subsequent Transfer Date; PROVIDED, HOWEVER, that, (a) with respect to the representation and warranty made by the Originator in Section 3.05(a), such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan and (b) with respect to the representations and warranties made by the Originator in Sections 3.03(b)(iv) and 3.05 shall be determined as if such Substitute Loan were included in the Loan Pool as of the Initial Cutoff Date; (vix) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute Loan Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold by the Seller to the Trust Depositor and by through the Trust Depositor pursuant to this Agreement; (xi) prior to such substitution the Originator has received written confirmation from the Rating Agencies (which shall respond to the Issuer pursuant Originator within five (5) Business Days after receiving written notice from the Originator of its intention to substitute a Loan) that the proposed substitution will not result in a reduction or withdrawal of the rating on the Notes; provided, however, that any failure by each of the Rating Agencies to respond to the Transfer and Servicing AgreementsOriginator shall be deemed to be a non-approval by the Rating Agencies; and (viixii) if such the Substitute Loan is has a Co-Agented Loans or a Third-Party Agented Loan, grade of at least equal to the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute grade that the Loan that receive payments on behalf is being replaced had as of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan date of its conveyance to the Lockbox Account within one (1) business day of receipt of such payments by such co-lenderTrust. (d) 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 substituted.

Conveyance of Substitute Loans. (i) Subject to Sections 2.01(d) and (e) and, as applicable, the satisfaction of the conditions set forth in Section 2.04(c), the Originator may, at its option (but shall not be obligated to) either: (A) contemporaneously convey to the Trust Depositor one or more Loans as described in Section 2.04(b); or (B) deposit to the Principal Collection Account the Repurchase Amount with respect to any Loan as to which a Substitution Event has occurred and then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in Section 2.04(b) in exchange for the funds so deposited or a portion thereof. (ii) Any substitution pursuant to this Section 2.04 shall be initiated by delivery of written notice (a “Notice of Substitution”) to the Indenture Trustee that the Servicer intends to substitute a Loan pursuant to this Section 2.04 and shall be completed prior to the earliest of: (A) (1) during the Replenishment Period, the expiration of 90 days after delivery of such notice and (2) after the Replenishment Period, the expiration of 180 days after delivery of such notice; (B) delivery of written notice to the Indenture Trustee from the Servicer stating that it does not intend to use any remaining deposit to purchase Substitute Loans; or (C) in the case of a Loan which has become subject to a Material Modification, the effective date set forth in such Material Modification (such period described in clause (a)(ii)(A), (B) or (C) above, as applicable, being the “Substitution Period”). (iii) Each Notice of Substitution shall specify the Loan to be substituted, the reasons for such substitution and the Repurchase Amount with respect to the Loan. On the last day of any Substitution Period, any amounts previously deposited in accordance with clause (a)(i)(B) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Loans shall be deemed to constitute a Residual Amount and shall be transferred on the next Payment Date to the Note Distribution Account and distributed to the Securityholders in accordance with the priority of payments set forth in Section 7.05 (a) or (b), as applicable. The price paid (or, in the case of a contemporaneous conveyance of a Substitute Loan pursuant to Section 2.04(a)(i)(A), deemed paid) by the Issuer for any Substitute Loan shall be an amount equal to the Repurchase Amount. (b) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller Originator as described in Section 2.062.04(a), the Seller hereby sellsOriginator shall sell, transferstransfer, assignsassign, sets set over and otherwise conveys convey to the Trust DepositorDepositor (by delivery of an executed Subsequent Purchase Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all the right, title and interest of the Seller Originator in and to the Substitute Loans and Related PropertyLoan Assets. The To the extent the purchase price may equal, exceed or be paid to the Originator for any Substitute Loan is less than the fair market value of such Substitute Loan as of Loan, the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent difference between such fair market value and the purchase price of any Loan is less than the fair market value thereof, the Seller will shall be deemed to have made be a capital contribution with respect to such excess made by the Originator to the Trust DepositorDepositor on the relevant Transfer Date. (bc) Subject to Sections Section 2.01(d) and (eSection 2.01(e) and the conditions set forth in Section 2.062.04(d), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to Sections 2.04(a) and (b), and (ii) all other Related Property rights and property interests consisting of Substitute Loan Assets related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral)Loans. (cd) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property Loan Assets pursuant to Section 2.04(b) only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Indenture Trustee with a timely notice Addition Notice complying with the definition thereof contained herein (a copy of such substitution, which shall be provided to S&P promptly after it is delivered to the Owner Trustee), which Addition Notice shall in any event be no later than 11:00 a.m. on ten Business Days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) after giving effect to the Seller inclusion of the applicable Substitute Loans in the Collateral, (x) the Portfolio Acquisition and Disposition Requirements are satisfied, (y) the Portfolio Criteria are satisfied and (z) the Substitute Loans being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of a Substitute 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 Substitute Loan; provided further that for purposes of determining compliance with the Portfolio Criteria, any Substitute 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 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; (iv) on the date of such substitution, the Servicer shall deliver to the Indenture Trustee a certificate stating that such Loan satisfies each of the Substitute Loan Qualification Conditions; provided that a Substitute Loan which at the time of delivery of the related Addition Notice has a Mxxxx’x rating lower than “B3” shall not become part of the Loan Pool on the proposed Subsequent Transfer Date; (v) the Originator shall have delivered to the Trust Depositor a duly executed Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loan; (vi) 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 Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute Loan; (ivvii) 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 Substitute Loans Loan on and after the related Substitute Loan Cutoff Subsequent Cut–Off Date; (vviii) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 and 3.04 3.04, applicable to the Substitute Loans Loan (including without limitation that each such Substitute Loan is an Eligible Loan) shall be true and correct as of the related Substitute Loan Cutoff Subsequent Transfer Date; (viix) the Seller Originator shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute Loan identified on the 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 Agreementsthis Agreement; and (viix) if prior to such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, substitution the Servicer Originator shall have notified and directed provide written notice of such substitution to each of Hercules’s co-lenders under such Substitute Loan Rating Agency; provided that Fitch shall be entitled to receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect Originator financial statements, credit committee papers and such other information relating to such Substitute Loan to as is reasonably requested by Fitch in connection with the Lockbox Account within one (1) business day proposed substitution of receipt of such payments by such co-lendera Loan. (de) Notwithstanding anything in this Section 2.04 to the contrary, any substitution of Loans to be effected pursuant to this Section 2.04 shall be subject to the limitations set forth in Section 2.08(b). (f) The Servicer, the Issuer and the Indenture 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 substituted. (g) The Servicer on behalf of the Issuer shall present each Substitute 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 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 default under, this Agreement; provided that any Substitute Loan which has not been submitted to each Rating Agency within 60 days after the related Subsequent Cut-Off Date will be deemed a Delinquent Loan as 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 no obligation to present a Substitute Loan to Mxxxx’x if a Mxxxx’x Rating for such Loan has been determined by reference to clause (c) of the definition of Mxxxx’x Rating.

Conveyance of Substitute Loans. (ai) With Subject to Sections 2.01(d) and (e) above and the satisfaction of the conditions set forth in Section 2.04(c), the Originator may at its option (but shall not be obligated to) (I) deposit to the Principal Collection Account the Transfer Deposit Amount with respect to any Substitute Loans Loan as to be conveyed which a Substitution Event has occurred and, then, prior to the expiry of the Substitution Period convey to the Trust Depositor by the Seller one or more Loans as described in Section 2.06the following clause (II) in exchange for the funds so deposited or a portion thereof, the Seller hereby sellsor (II) contemporaneously, transferssell, assignstransfer, sets assign, set over and otherwise conveys convey to the Trust DepositorDepositor (by delivery of an executed Subsequent Purchase Agreement substantially in the form attached as Exhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the following (the items in clauses (i)-(vi) below, but in each case excluding the Retained Interest and the Excluded Amounts, upon such transfer, the “Substitute Loan Assets”): (1) the Substitute Loans identified in the related Addition Notice and Related Property. The purchase price may equal, exceed all Collections and other monies due or be less than the fair market value to become due in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date, plus including any Prepayment Amounts, any Prepayment Premiums, any Late Charges, any payments in each case accrued interest thereon. To respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (2) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the security interest of the Trust Depositor in such Collateral, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (3) the Loan Files and all documents and records (including computer records) relating thereto; (4) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (5) the Trust Accounts and all Trust Account Property (to the extent of the Trust Depositor’s interest if any therein); and (6) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (ii) Any substitution pursuant to this Section 2.04 shall be initiated by delivery of written notice (a “Notice of Substitution”) to the Indenture Trustee from the Servicer that the Originator intends to substitute a Loan is less than pursuant to this Section 2.04 and shall be completed prior to the fair market value thereofearliest of: (1) the expiration of (A) during the Pre-Funding Period and the Replenishment Period, 90 days after delivery of such notice and (B) following the Replenishment Period, 180 days after delivery of such notice; (2) delivery of written notice to the Indenture Trustee from the Servicer stating that it does not intend to use any remaining deposit to acquire Substitute Loans; or (3) in the case of a Loan which has become subject to a material modification, the Seller will effective date set forth in such material modification (such period described in clause (ii)(1), (2) or (3), as applicable, being the “Substitution Period”). Each Notice of Substitution shall specify the Loan to be deemed to have made a capital contribution substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to such excess to the Trust DepositorLoan. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.062.04(c), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to Section 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)-(ii) above, upon such transfer, becoming part of shall then be included in the Collateralterm “Loan Assets”). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Section 2.04(a), in the case of the Originator, or Section 2.04(b), in the case of the Trust Depositor, only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which notice shall be delivered no later than 11:00 a.m. on five days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) after giving effect to the inclusion of the applicable Substitute Loans in the Loan Pool effected after the Pre-Funding 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 a Substitute 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 Substitute Loan. (v) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (vi) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvii) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vviii) 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; (ix) 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 Substitute Loans; and (x) each of the representations and warranties made by the Originator and Trust Depositor pursuant to Sections Section 3.02 (including without limitation that such Substitute Loan is an Eligible Loan), Section 3.03(b) (except that any reference therein to an Initial Loan shall be deemed a reference to a Substitute Loan) and Section 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Subsequent Transfer Date;. (vid) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 pursuant to this Agreement. (e) The Originator shall deliver prior written notice of any substitution of a Substitute Loan to Xxxxx’x. (f) On (i) the last day of any Substitution Period or (ii) in the Servicer’s discretion, the first Payment Date following the date of their deposit into the Principal Collection Account, any amounts previously deposited in accordance with the procedures for the substitution of Loans set forth in Section 2.04(a) that have not been applied to purchase one or more Substitute Loans shall be deemed to constitute Principal Collections and by shall be transferred on the Trust Depositor next Payment Date to the Issuer pursuant to Note Distribution Account and distributed in accordance with the Transfer and Servicing AgreementsPriority of Payments, as applicable; and (vii) provided that no such distribution shall be made during the Replenishment Period if such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors Special Redemption criteria are not satisfied with respect to such amount; provided further that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Collections and shall remain in the Principal Collection Account until applied to acquire Substitute Loans or distributed in accordance with the Priority of Payments. The price paid (or, in the case of a contemporaneous conveyance of a Substitute Loan pursuant to Section 2.04(a)(i)(II), deemed paid) by the Lockbox Account within one Issuer for any Substitute Loan shall be an amount equal to (1x) business day in the case of receipt of such payments a Loan originated by such co-lender. (d) The Servicerthe Originator, the Issuer Outstanding Loan Balance thereof, and (y) in the Trustee (at the request case of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested a Loan acquired by the Servicer Originator from a third party, the purchase price paid for such Loan, plus, in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being substitutedeach case, accrued interest thereon.

Conveyance of Substitute Loans. (i) Subject to Sections 2.01(d) and (e) and, as applicable, the satisfaction of the conditions set forth in Section 2.04(d), the Originator may, at its option (but shall not be obligated to) either: (1) contemporaneously convey to the Trust Depositor one or more Loans as described in Section 2.04(b); or (2) deposit to the Principal Collection Account the Transfer Deposit Amount with respect to any Loan as to which a Substitution Event has occurred and then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in Section 2.04(b) in exchange for the funds so deposited or a portion thereof. (ii) Any substitution pursuant to this Section 2.04 shall be initiated by delivery of written notice (a “Notice of Substitution”) to the Indenture Trustee from the Servicer that the Originator intends to substitute a Loan pursuant to this Section 2.04 and shall be completed prior to the earliest of: (1) the expiration of 180 days after delivery of such notice; (2) delivery of written notice to the Indenture Trustee from the Servicer stating that it does not intend to use any remaining deposit to purchase Substitute Loans; or (3) in the case of a Loan which has become subject to a Material Modification, the effective date set forth in such Material Modification (such period described in clause (ii)(1), (2) or (3), as applicable, being the “Substitution Period”). (iii) Each Notice of Substitution shall specify the Loan to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Loan. On the last day of any Substitution Period, any amounts previously deposited in accordance with clause (a)(i)(2) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Loans shall be deemed to constitute Principal Collections and shall be transferred on the next Distribution Date to the Note Distribution Account and distributed to the Noteholders in accordance with the priority of payments set forth in Section 7.05 (a) or (b), as applicable and prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Collections and shall remain in the Principal Collection Account. The price paid (or, in the case of a contemporaneous conveyance of a Substitute Loan pursuant to Section 2.04(a)(i)(1), deemed paid) by the Issuer for any Substitute 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) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller Originator as described in Section 2.062.04(a), the Seller hereby sellsOriginator shall sell, transferstransfer, assignsassign, sets set over and otherwise conveys convey to the Trust DepositorDepositor (by delivery of an executed Subsequent Purchase Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Cut-Off Date), all the right, title and interest of the Seller Originator in and to the Substitute Loans and Related PropertyLoan Assets. The To the extent the purchase price may equal, exceed or be paid to the Originator for any Substitute Loan is less than the fair market value of such Substitute Loan as of Loan, the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent difference between such fair market value and the purchase price of any Loan is less than the fair market value thereof, the Seller will shall be deemed to have made be a capital contribution with respect to such excess made by the Originator to the Trust DepositorDepositor on the relevant Cut-Off Date. (bc) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.062.04(d), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to Sections 2.04(a) and (b), and (ii) all other Related Property rights and property interests consisting of Substitute Loan Assets related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (cd) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Sections 2.04(b) and (c) only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Cut-Off Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Cut-Off Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Indenture Trustee with a timely notice Addition Notice complying with the definition thereof contained herein (a copy of such substitution, which shall be provided to S&P promptly after it is delivered to the Owner Trustee), which Addition Notice shall in any event be no later than 11:00 a.m. on ten Business Days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) after giving effect to the Seller inclusion of the applicable Substitute Loans in the Collateral, the Portfolio Criteria are satisfied and the Substitute Loans being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; provided that if any component of the Portfolio Criteria is not satisfied prior to giving effect to the inclusion of a Substitute 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 Substitute Loan; provided that for purposes of determining compliance with the Portfolio Criteria, any Substitute 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; (iv) the Originator shall have delivered to the Trust Depositor a duly executed Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loan; (v) 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 Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute Loan; (ivvi) 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 Substitute Loans Loan on and after the related Substitute Loan Cutoff Cut-Off Date; (vvii) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 (including without limitation that each such Substitute Loan is an Eligible Loan) and 3.04 applicable to the Substitute Loans Loan shall be true and correct as of the related Substitute Loan Cutoff Cut-Off Date; (viviii) the Seller Originator shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Cut-Off Date, indicate in its Computer Records that ownership of each the Substitute Loan identified on the 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 (viiix) if prior to such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, substitution the Servicer Originator shall provide written notice to each Rating Agency and shall have notified and directed each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of received written confirmation from Xxxxx’x (which shall respond to the Seller, to transfer such payments received Originator within 15 Business Days after receiving written notice from the Obligors Originator of its intention to substitute a Loan) that the proposed substitution will not result in a reduction or withdrawal of any rating on any outstanding Class of Offered Notes; provided, however, that any failure by Xxxxx’x to respond to the Originator shall be deemed a non-approval by Xxxxx’x. In the case of Fitch, only notice to, not confirmation from, Fitch shall be required in connection with respect a proposed substitution, provided, however, that Fitch shall be entitled to receive from the Originator financial statements, credit committee papers and such other information relating to such Substitute Loan to as is reasonably requested by Fitch in connection with the Lockbox Account within one (1) business day proposed substitution of receipt of such payments by such co-lendera Loan. (de) Notwithstanding anything in this Section 2.04 to the contrary, any substitution of Loans to be effected pursuant to this Section 2.04 shall be subject to the limitations set forth in Section 2.09(b), if applicable. (f) The Servicer, the Issuer and the Indenture 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 substituted. (g) The Servicer on behalf of the Issuer shall present each Substitute 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 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 default 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 no obligation to present a Substitute Loan to Xxxxx’x if a Xxxxx’x Rating for such Loan has been determined by reference to clause (e) of the definition of Xxxxx’x Rating.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to subsections 2.01(d) and (e) above and the satisfaction of the conditions set forth in subsection 2.04(c), the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust DepositorExhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the following (the items in clauses (i)-(vi) below, but in each case excluding the Retained Interest and the Excluded Amounts, upon such transfer, becoming part of the “Loan Assets”): (i) the Substitute Loans identified in the related Addition Notice and Related Property. The purchase price may equal, exceed or be less than the fair market value all Collections and other monies received in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date, plus including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in each case accrued interest thereon. To respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the security interest of the Trust Depositor in such Collateral, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan is less than Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the fair market value thereof, Trust Accounts and all Trust Account Property (to the Seller will be deemed to have made a capital contribution with respect to such excess to extent of the Trust Depositor’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (b) Subject to Sections subsections 2.01(d) and (e) and the conditions set forth in Section 2.06subsection 2.04(c), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to subsection 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)-(ii) above, upon such transfer, becoming part of shall then be included in the Collateralterm “Loan Assets”). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04(a), in the case of the Originator, or subsection 2.04(b), in the case of the Trust Depositor, only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which notice shall in any event be delivered no later than 11:00 a.m. on five (5) days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vvii) 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; (viii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Securityholders or the Swap Counterparties shall have been utilized in selecting the Substitute Loans; (ix) each of the representations and warranties made by the Originator and Trust Depositor pursuant to Sections subsections 3.02 (including without limitation that such Substitute Loan is an Eligible Loan), 3.03(b)(i), (ii) and 3.04 (iv), 3.04, and 3.05 applicable to the Substitute Loans shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect to the representation and warranty made by the Originator and Trust Depositor in subsection 3.05(a), such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan, (b) the representations and warranties made by the Originator and Trust Depositor in subsections 3.03(b)(iv) and 3.05 shall be determined as if such Substitute Loan Cutoff Datewere included in the Loan Pool as of the Initial Cut-Off Date and (c) the representation in clause 37 of the definition of Eligible Loan shall not apply to Substitute Loans that are not fully funded Loans; (vix) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Agreementsthis Agreement; and (viixi) if prior to such Substitute Loan is substitution the Originator has received written confirmation from the Rating Agencies (which shall respond to the Originator within five (5) Business Days after receiving written notice from the Originator of its intention to substitute a Co-Agented Loans or Loan) that the proposed substitution will not result in a Third-Party Agented LoanRatings Effect; provided, the Servicer shall have notified and directed however, that any failure by each of Hercules’s cothe Rating Agencies to respond to the Originator shall be deemed to be a non-lenders under such Substitute Loan that receive payments on behalf of approval by the SellerRating Agencies; provided, to transfer such payments received from the Obligors further, however, with respect to such Substitute Loan to the Lockbox Account within one (1) business day substitution of receipt of such payments by such co-lendera Prepaid Loan, only notice to, and not confirmation from, Fitch shall be required. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to subsections 2.01(d) and (e) and the satisfaction of the conditions set forth in paragraph (c) of this Section 2.04, the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys Exhibit J to the Trust DepositorTransfer and Servicing Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the following (the property in clauses (i)–(vi) below, but in each case excluding the Retained Interest and the Excluded Amounts, upon such transfer, becoming part of the “Loan Assets”): (i) the Substitute Loans identified in the related Addition Notice and Related Property. The purchase price may equal, exceed or be less than the fair market value all Collections and other monies received in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Cutoff Subsequent Cut–Off Date, plus including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in each case accrued interest thereon. To respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interest granted by the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any Loan is less than and all of the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositorforegoing. (b) Subject to Sections subsections 2.01(d) and (e) and the conditions set forth in Section 2.06subsection 2.04(c), the Trust Depositor Originator shall sell, transfer, assign, set over and otherwise convey to the IssuerTrust Depositor, without recourse other than as expressly provided herein and thereinin this Agreement, (i) all the right, title and interest of the Trust Depositor Originator in and to the Substitute Loans sold pursuant to subsection 2.04(a) and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)–(ii) above, upon such transfer, becoming part of shall be included in the Collateralterm “Loan Assets”). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04(a), in the case of the Originator, or subsection 2.04(b), in the case of the Trust Depositor, above only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which notice shall in any event be delivered no later than 11:00 a.m. on five (5) days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut–Off Date; (vvii) 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; (viii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Securityholders or the Swap Counterparties shall have been utilized in selecting the Substitute Loans; (ix) each of the representations and warranties made by the Originator and the Trust Depositor pursuant to Sections subsections 3.02 (including without limitation that such Substitute Loan is an Eligible Loan), 3.03(b)(i), (ii) and (iv), 3.04 and 3.05 of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, and applicable to the Substitute Loans shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect to the representation and warranty made by the Originator and Trust Depositor in subsection 3.05(a) of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan, (b) the representations and warranties made by the Originator and Trust Depositor in subsections 3.03(b)(iv) and 3.05 of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, shall be determined as if such Substitute Loan Cutoff Datewere included in the Loan Pool as of the Initial Cut–Off Date and (c) the representation in clause 38 of the definition of Eligible Loan shall not apply to Substitute Loans that are not fully funded Loans; (vix) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Agreementsthis Agreement; and (viixi) if prior to such Substitute Loan is substitution the Originator has received written confirmation from the Rating Agencies (which shall respond to the Originator within five (5) Business Days after receiving written notice from the Originator of its intention to substitute a Co-Agented Loans or Loan) that the proposed substitution will not result in a Third-Party Agented LoanRatings Effect; provided, the Servicer shall have notified and directed however, that any failure by each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of the SellerRating Agencies to respond to the Originator shall be deemed to be a non–approval by the Rating Agencies; provided, to transfer such payments received from the Obligors further, however, with respect to such Substitute Loan to the Lockbox Account within one (1) business day substitution of receipt of such payments by such co-lendera Prepaid Loan, only notice to, and not confirmation from, Fitch shall be required. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to subsections 2.01(d) and (e) and the satisfaction of the conditions set forth in subsection 2.04(c), at the option of the Trust Depositor, the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust DepositorExhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all the right, title and interest of the Seller Originator in and to the following, including but not limited to, all accounts, cash and currency, chattel paper, electronic chattel paper, tangible chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter of credit rights, software, supporting obligations, accessions, and other property consisting of, arising out of, or related to the following (the Originator's interest in property in clauses (i) - (vi) below, upon such transfer, becoming part of the "Loan Assets"): (i) the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of listed in the related Substitute Loan Cutoff DateAddition Notice, plus all payments paid in respect thereof and all monies due, to become due or paid in respect thereof accruing on and after the related Subsequent Cut-Off Dates and all Liquidation Proceeds and recoveries thereon, in each case accrued interest thereon. To as they arise after the extent related Subsequent Cut-Off Dates, but not including the purchase price Retained Interest or Interest Collections received prior to the Subsequent Cut - Off Date; (ii) all security interests and liens and Collateral subject thereto from time to time purporting to secure payment by Obligors under such Loans; (iii) all guaranties, indemnities and warranties, and other agreements or arrangements of any Loan is less than whatever character from time to time supporting or securing payment of such Loans; (iv) the fair market value thereofTrust Accounts, each Obligor Lock-Box, each Obligor Lock-Box Account, the Seller will be deemed to have made a capital contribution Lock-Box, the Lock-Box Account, and together with all cash and investments in each of the foregoing; (v) all collections and records (including computer records) with respect to such excess the foregoing; (vi) all documents relating to the Trust DepositorLoan Files; and (vii) all income, payments, proceeds and other benefits of any and all of the foregoing. (b) Subject to Sections subsections 2.01(d) and (e) and the conditions set forth in Section 2.06subsection 2.04(c), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to subsection 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and - (ii) above, upon such transfer, becoming part of the Collateral"Loan Assets"). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04 (a) only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall in any event be delivered no later than 11:00 a.m. on ten (10) Business Days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written assignment in substantially the form of Exhibit J hereto (the "Subsequent Purchase Agreement"), which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and a duly executed written assignment (including an acceptance by the Trustee Owner Trustee) in substantially the form of Exhibit I hereto (the "Subsequent Transfer Agreement"), which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Principal Collections and Interest Collections received by it with respect to the applicable Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vvii) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 3.02, 3.03(i), (ii) and 3.04 (iv), 3.04, and 3.05 applicable to the Substitute Loans (including without limitation that each such Substitute Loan is an Eligible Loan) shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect to the representation and warranty made by the Trust Depositor in subsection 3.05(a), such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan and (b) with respect to the representations and warranties made by the Trust Depositor in subsections 3.03(iv) and 3.05, such representations and warranties shall be determined based upon the Outstanding Loan Balances of the Substitute Loans as of the applicable Subsequent Transfer Date over the Initial Aggregate Outstanding Loan Cutoff DateBalance; (viviii) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Agreementsthis Agreement; and (viiix) if prior to such Substitute Loan is substitution the Originator has received written confirmation from the Rating Agencies (which shall respond to the Originator within fifteen (15) Business Days after receiving written notice from the Originator of its intention to substitute a Co-Agented Loans Loan) that the proposed substitution will not result in a reduction or a Third-Party Agented Loanwithdrawal of the rating on the Class A Notes, Class B Notes, the Servicer shall have notified and directed Class C Notes or, if applicable, the Class D Notes; provided, however, that any failure by each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of the SellerRating Agencies to respond to the Originator shall be deemed a non - approval by the Rating Agencies; provided, to transfer such payments received from the Obligors further, however, with respect to such Substitute Loan to the Lockbox Account within one (1) business day substitution of receipt of such payments by such co-lendera Prepaid Loan, only notice to, not confirmation from, Fitch shall be required. (d) 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 substituted.

Conveyance of Substitute Loans. (i) Subject to Sections 2.01(d) and (e) and, as applicable, the satisfaction of the conditions set forth in Section 2.04(c), the Originator may, at its option (but shall not be obligated to) either: (A) contemporaneously convey to the Trust Depositor one or more Loans as described in Section 2.04(b); or (B) deposit to the Principal Collection Account an amount sufficient to purchase the Loan as to which a Substitution Event has occurred and then, prior to the expiry of the Substitution Period, convey to the Trust Depositor one or more Loans as described in Section 2.04(b) in exchange for the funds so deposited or a portion thereof. (ii) Any substitution pursuant to this Section 2.04 shall be initiated by delivery of written notice (a “Notice of Substitution”) to the Indenture Trustee that the Servicer intends to substitute a Loan pursuant to this Section 2.04 and shall be completed prior to the earliest of: (A) the expiration of 180 days after delivery of such notice; (B) delivery of written notice to the Indenture Trustee from the Servicer stating that it does not intend to use any remaining deposit to purchase Substitute Loans; or (C) in the case of a Loan which has become subject to a Material Modification, the effective date set forth in such Material Modification (such period described in clause (ii)(A), (B) or (C), as applicable, being the “Substitution Period”). (iii) Each Notice of Substitution shall specify the Loan to be substituted, the reasons for such substitution and the amount sufficient to purchase the Loan, which shall be determined in compliance with Section 2.07. On the last day of any Substitution Period, any amounts previously deposited in accordance with clause (II) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Loans shall be deemed to constitute Principal Collections and shall be transferred on the next Remittance Date to the Note Distribution Account and distributed to the Securityholders in accordance with the priority of payments set forth in Section 7.05 (a) or (b), as applicable and prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Collections and shall remain in the Principal Collection Account. (b) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller Issuer as described in Section 2.062.04(a), the Seller hereby sellsOriginator shall sell, transferstransfer, assignsassign, sets set over and otherwise conveys convey to the Trust DepositorDepositor (by delivery of an executed Subsequent Purchase Agreement substantially in the form attached as Exhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all the right, title and interest of the Seller Originator in and to the following, including but not limited to, all accounts, cash and currency, chattel paper, electronic chattel paper, tangible chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter of credit rights, software, supporting obligations, accessions, and other property consisting of, arising out of, or related to the following (other than the Retained Interest) (the Originator’s interest in property in clauses (i)-(vii) below, upon such transfer, becoming part of the “Loan Assets”): (i) the Substitute Loans listed in the related Addition Notice, all payments paid in respect thereof and Related Propertyall monies due, to become due or paid in respect thereof accruing on and after the related Subsequent Cut—Off Dates and all Liquidation Proceeds and recoveries thereon, in each case as they arise after the related Subsequent Cut—Off Dates, but not including the Retained Interest or Interest Collections received prior to the Subsequent Cut—Off Date; (ii) all security interests and Liens and Collateral subject thereto from time to time purporting to secure payment by Obligors under such Loans; (iii) all guaranties, indemnities and warranties, and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (iv) the Trust Accounts, each Obligor Lock—Box, each Obligor Lock—Box Account, the Lock—Box, the Lock—Box Account, and together with all cash and investments in each of the foregoing; (v) all collections and records (including computer records) with respect to the foregoing; (vi) all documents relating to the Loan Files; and (vii) all income, payments, proceeds and other benefits of any and all of the foregoing. The To the extent the purchase price may equal, exceed or be paid to the Originator for any Substitute Loan is less than the fair market value of such Substitute Loan as of Loan, the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent difference between such fair market value and the purchase price of any Loan is less than the fair market value thereof, the Seller will shall be deemed to have made be a capital contribution with respect to such excess made by the Originator to the Trust DepositorDepositor on the relevant Transfer Date. (bc) Subject to Sections Section 2.01(d) and (eSection 2.01(e) and the conditions set forth in Section 2.062.04(d), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to Sections 2.04(a) and (b), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral“Loan Assets”). (cd) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Section 2.04(b) only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall in any event be delivered no later than 11:00 a.m. on ten (10) Business Days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; provided that, notwithstanding that a Substitute Loan shall otherwise satisfy clause (f) of the definition of Substitute Loan Qualification Condition, a Substitute Loan which at the time of delivery of the related Addition Notice has a Mxxxx’x rating lower than B3 shall not become part of the Loan Pool on the proposed Subsequent Transfer Date without the prior written consent of Mxxxx’x; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written assignment in substantially the form of Exhibit J hereto (the “Subsequent Purchase Agreement”), which shall include a Subsequent List of Loans listing the Substitute Loan; (v) the Trust Depositor shall have delivered to the Issuer and a duly executed written assignment (including an acceptance by the Trustee Owner Trustee) in substantially the form of Exhibit I hereto (the “Subsequent Transfer Agreement”), which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute Loan; (ivvi) 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 Substitute Loans Loan on and after the related Substitute Loan Cutoff Subsequent Cut—Off Date; (vvii) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 3.02, 3.03(i), (ii) and 3.04 (iv), 3.04, and 3.05 applicable to the Substitute Loans Loan (including without limitation that each such Substitute Loan is an Eligible Loan) shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (A) with respect to the representation and warranty made by the Trust Depositor in Section 3.05(a), such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan and (B) with respect to the representations and warranties made by the Trust Depositor in Sections 3.03(iv) and 3.05, such representations and warranties shall be determined based upon the Outstanding Loan Balances of the Substitute Loan Cutoff Dateas of the applicable Subsequent Transfer Date over the Initial Aggregate Outstanding Loan Balance; (viviii) the Seller Originator shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute Loan 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 Agreementsthis Agreement; and (viiix) if prior to such Substitute Loan is substitution the Originator shall provide written notice to each Rating Agency and shall have received written confirmation from Mxxxx’x and S&P (which shall respond to the Originator within fifteen (15) Business Days after receiving written notice from the Originator of its intention to substitute a Co-Agented Loans Loan) that the proposed substitution will not result in a reduction or a Third-Party Agented Loanwithdrawal of the rating on the Class A-1 Notes, the Servicer Class A-2 Notes, the Class B Notes, the Class C Notes or the Class D Notes; provided, however, that any failure by either of Mxxxx’x and S&P to respond to the Originator shall have notified and directed each be deemed a non—approval by Mxxxx’x and/or S&P, as applicable. In the case of Hercules’s co-lenders under such Substitute Loan Fitch, only notice to, not confirmation from, Fitch shall be required in connection with a proposed substitution, provided, however, that Fitch shall be entitled to receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect Originator financial statements, credit committee papers and such other information relating to such Substitute Loan to as is reasonably requested by Fitch in connection with the Lockbox Account within one (1) business day proposed substitution of receipt of such payments by such co-lendera Loan. (de) The ServicerNotwithstanding anything in this Section 2.04 to the contrary, in connection with any substitution to be effected pursuant to this Section 2.04, the Issuer and number of Loans being replaced in connection with such substitution must be less than or equal to the Trustee (at number of Substitute Loans added to 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 substitutedLoan Pool.

Conveyance of Substitute Loans. (a) With Subject to Sections 2.01(d) and (e) above and the satisfaction of the conditions set forth in Section 2.04(c), the Originator may at its option (but shall not be obligated to) (I) deposit to the Principal Collection Account the Transfer Deposit Amount with respect to any Substitute Loans the Loan as to be conveyed which a Substitution Event has occurred and, then, prior to the expiry of (A) during the Ramp-Up Period and the Replenishment Period, 90 days from the date of such deposit and (B) following the Replenishment Period, 180 days from the date of such deposit, convey to the Trust Depositor by the Seller one or more Loans as described in Section 2.06the following clause (II) in exchange for the funds so deposited or a portion thereof, the Seller hereby sellsor (II) contemporaneously, transferssell, assignstransfer, sets assign, set over and otherwise conveys convey to the Trust DepositorDepositor (by delivery of an executed Subsequent Purchase Agreement substantially in the form attached as Exhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the following (the items in clauses (i)-(vi) below, but in each case excluding the Retained Interest and the Excluded Amounts, upon such transfer, the “Substitute Loan Assets”): (i) the Substitute Loans identified in the related Addition Notice and Related Property. The purchase price may equal, exceed all Collections and other monies due or be less than the fair market value to become due in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date, plus including any Prepayment Amounts, any Prepayment Premiums, any Late Charges, any payments in each case accrued interest thereon. To respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the security interest of the Trust Depositor in such Collateral, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan is less than Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the fair market value thereof, Trust Accounts and all Trust Account Property (to the Seller will be deemed to have made a capital contribution with respect to such excess to extent of the Trust Depositor’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (b) Subject to Sections Section 2.01(d) and (e) and the conditions set forth in Section 2.062.04(c), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to Section 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)-(ii) above, upon such transfer, becoming part of shall then be included in the Collateralterm “Loan Assets”). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Section 2.04(a), in the case of the Originator, or Section 2.04(b), in the case of the Trust Depositor, only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which notice shall be delivered no later than 11:00 a.m. on five days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) after giving effect to the inclusion of the applicable Substitute Loans in the Loan Pool effected after the Ramp-Up 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 a Substitute 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 Substitute Loan; provided that for purposes of determining compliance with the Portfolio Criteria, any Substitute 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. (v) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (vi) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvii) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vviii) 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; (ix) 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 Substitute Loans; and (x) each of the representations and warranties made by the Originator and Trust Depositor pursuant to Sections 3.02 (including without limitation that such Substitute Loan is an Eligible Loan), 3.03(b)(i) and (ii), and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Subsequent Transfer Date;. (vid) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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; andthis Agreement. (viie) if such Substitute Loan is The Originator shall deliver prior written notice of any substitution of a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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-lenderXxxxx’x. (di) The During the Ramp-Up Period and the Replenishment Period, on the 90th day following the date of their deposit into the Principal Collection Account, and (ii) following the Replenishment Period, on either (x) the 181st day, or (y) in the Servicer’s discretion, the Issuer first Payment Date following the date of their deposit into the Principal Collection Account, any amounts previously deposited in accordance with the procedures for the substitution of Loans set forth in Section 2.04(a) that have not been applied to purchase one or more Substitute Loans shall be deemed to constitute Principal Collections and shall be transferred on the Trustee (at next Payment Date to the request Note Distribution Account and distributed in accordance with the priority of payments set forth in Section 7.05(b) and prior to the expiration of the Servicer) related 180-day period any such amounts shall execute not be deemed to be Principal Collections 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 shall remain in the Loans that are being substitutedPrincipal Collection Account.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to Sections 2.01(d) and (e) above and the satisfaction of the conditions set forth in Section 2.04(c), the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust DepositorExhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the following (the items in clauses (i)-(vi) below, but in each case excluding the Retained Interest and the Excluded Amounts, upon such transfer, the “Substitute Loan Assets”): (i) the Substitute Loans identified in the related Addition Notice and Related Property. The purchase price may equal, exceed all Collections and other monies due or be less than the fair market value to become due in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date, plus including any Prepayment Amounts, any Prepayment Premiums, any Late Charges, any payments in each case accrued interest thereon. To respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the security interest of the Trust Depositor in such Collateral, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan is less than Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the fair market value thereof, Trust Accounts and all Trust Account Property (to the Seller will be deemed to have made a capital contribution with respect to such excess to extent of the Trust Depositor’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (b) Subject to Sections Section 2.01(d) and (e) and the conditions set forth in Section 2.062.04(c), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to Section 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)-(ii) above, upon such transfer, becoming part of shall then be included in the Collateralterm “Loan Assets”). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Section 2.04(a), in the case of the Originator, or Section 2.04(b), in the case of the Trust Depositor, only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which notice shall be delivered no later than 11:00 a.m. on five days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions and, after giving effect to the inclusion of the applicable Substitute Loans in the Loan Pool, the Collateral Criteria are satisfied; provided that if any component of the Collateral Criteria is not satisfied prior to giving effect to the inclusion of a Substitute Loan, the Collateral Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Substitute Loan; provided that for purposes of determining compliance with the Collateral Criteria, any Substitute 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. (iv) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vvii) 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; (viii) 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 Substitute Loans; and (ix) each of the representations and warranties made by the Originator and Trust Depositor pursuant to Sections 3.02 (including without limitation that such Substitute Loan is an Eligible Loan), 3.03(b)(i) and (ii), and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Subsequent Transfer Date;. (vid) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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; andthis Agreement. (viie) if such Substitute Loan is The Originator shall deliver prior written notice of any substitution of a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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-lenderXxxxx’x. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to subsections 2.01(d) and (e) and the satisfaction of the conditions set forth in paragraph (c) of this Section 2.04, the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys Exhibit J to the Trust DepositorTransfer and Servicing Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans following (the property in clauses (ii)–(vi) below, but in each case excluding the Retained Interest and (ii) abovethe Excluded Amounts, upon such transfer, becoming part of the Collateral“Loan Assets”): (i) the Substitute Loans identified in the related Addition Notice and all Collections and other monies due or to become due in payment of such Substitute Loans on and after the related Subsequent Cut–Off Date, including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interest granted by the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (b) [Reserved]. (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04(a), in the case of the Originator, or subsection 2.04(b), in the case of the Trust Depositor, above only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof, which notice shall in any event be delivered no later than 11:00 a.m. on five (5) days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut–Off Date; (vvii) 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; (viii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Securityholders or the Swap Counterparties shall have been utilized in selecting the Substitute Loans; (ix) each of the representations and warranties made by the Originator and the Trust Depositor pursuant to Sections 3.02 (including, without limitation, that such Substitute Loan is an Eligible Loan), 3.03(b)(i), (ii) and (iv), 3.04 and 3.05 of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, and applicable to the Substitute Loans shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect to the representation and warranty made by the Originator and Trust Depositor in subsection 3.05(a) of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan, (b) the representations and warranties made by the Originator and Trust Depositor in Sections 3.03(b)(iv) and 3.05 of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, shall be determined as if such Substitute Loan Cutoff Date;were included in the Loan Pool as of the Initial Cut–Off Date and (c) the representation in clause 38 of the definition of Eligible Loan shall not apply to Substitute Loans that are not fully funded Loans; and (vix) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted.

Conveyance of Substitute Loans. (ai) With Subject to Sections 2.01(d) and (e) above and the satisfaction of the conditions set forth in Section 2.04(c), the Originator may at its option (but shall not be obligated to) (I) deposit to the Principal Collection Account the Transfer Deposit Amount with respect to any Substitute Loans Loan as to be conveyed which a Substitution Event has occurred and, then, prior to the expiry of the Substitution Period convey to the Trust Depositor by the Seller one or more Loans as described in Section 2.06the following clause (II) in exchange for the funds so deposited or a portion thereof, the Seller hereby sellsor (II) contemporaneously, transferssell, assignstransfer, sets assign, set over and otherwise conveys convey to the Trust DepositorDepositor (by delivery of an executed Subsequent Purchase Agreement substantially in the form attached as Exhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the following (the items in clauses (1)-(6) below, but in each case excluding the Retained Interest and the Excluded Amounts, upon such transfer, the “Substitute Loan Assets”): (1) the Substitute Loans identified in the related Addition Notice and Related Property. The purchase price may equal, exceed all Collections and other monies due or be less than the fair market value to become due in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date, plus including any Prepayment Amounts, any Prepayment Premiums, any Late Charges, any payments in each case accrued interest thereon. To respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (2) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the security interest of the Originator or the Trust Depositor in such Collateral, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (3) the Loan Files and all documents and records (including computer records) relating thereto; (4) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (5) the Trust Accounts and all Trust Account Property (to the extent of the Trust Depositor’s interest if any therein); and (6) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (ii) Any substitution pursuant to this Section 2.04 shall be initiated by delivery of written notice (a “Notice of Substitution”) to the Indenture Trustee from the Servicer that the Originator intends to substitute a Loan is less than pursuant to this Section 2.04 and shall be completed prior to the fair market value thereofearliest of: (1) the expiration of (A) during the Pre-Funding Period and the Replenishment Period, 90 days after delivery of such notice and (B) following the Replenishment Period, 180 days after delivery of such notice; (2) delivery of written notice to the Indenture Trustee from the Servicer stating that it does not intend to use any remaining deposit to acquire Substitute Loans; or (3) in the case of a Loan which has become subject to a material modification, the Seller will effective date set forth in such material modification (such period described in clause (ii)(1), (2) or (3), as applicable, being the “Substitution Period”). Each Notice of Substitution shall specify the Loan to be deemed to have made a capital contribution substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to such excess to the Trust DepositorLoan. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.062.04(c), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to Section 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)-(ii) above, upon such transfer, becoming part of shall then be included in the Collateralterm “Loan Assets”). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Section 2.04(a), in the case of the Originator, or Section 2.04(b), in the case of the Trust Depositor, only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which notice shall be delivered no later than 11:00 a.m. on five days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) after giving effect to the inclusion of the applicable Substitute Loans in the Loan Pool effected after the Pre-Funding 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 a Substitute 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 Substitute Loan; (v) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (vi) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvii) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vviii) 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; (ix) 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 Substitute Loans; and (x) each of the representations and warranties made by the Originator and Trust Depositor pursuant to Sections Section 3.02 (including without limitation that such Substitute Loan is an Eligible Loan), Section 3.03(b) (except that any reference therein to an Initial Loan shall be deemed a reference to a Substitute Loan and any reference to the Cut-Off Date shall be a reference to the applicable Cut-Off Date for such Substitute Loan) and Section 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Subsequent Transfer Date;. (vid) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and The Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 pursuant to this Agreement. (e) The Originator shall deliver prior written notice of any substitution of a Substitute Loan to Xxxxx’x. (f) On (i) the last day of any Substitution Period or (ii) in the Servicer’s discretion, the first Payment Date following the date of their deposit into the Principal Collection Account, any amounts previously deposited in accordance with the procedures for the substitution of Loans set forth in Section 2.04(a) that have not been applied to purchase one or more Substitute Loans shall be deemed to constitute Principal Collections and by shall be transferred on the Trust Depositor next Payment Date to the Issuer pursuant to Note Distribution Account and distributed in accordance with the Transfer and Servicing AgreementsPriority of Payments, as applicable; and (vii) provided that no such distribution shall be made during the Replenishment Period if such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors Special Redemption criteria are not satisfied with respect to such amount; provided further that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Collections and shall remain in the Principal Collection Account until applied to acquire Substitute Loans or distributed in accordance with the Priority of Payments. The price paid (or, in the case of a contemporaneous conveyance of a Substitute Loan pursuant to Section 2.04(a)(i)(II), deemed paid) by the Lockbox Account within one Issuer for any Substitute Loan shall be an amount equal to (1x) business day in the case of receipt of such payments a Loan originated by such co-lender. (d) The Servicerthe Originator, the Issuer Outstanding Loan Balance thereof, and (y) in the Trustee (at the request case of the Servicer) shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested a Loan acquired by the Servicer Originator from a third party, the purchase price paid for such Loan, plus, in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being substitutedeach case, accrued interest thereon.

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Trust Depositor Issuer by the Seller Originator as described in Section 2.062.07, the Seller Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust DepositorIssuer, without recourse other than as expressly provided herein (and the Trust Depositor Issuer shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer to the Trust Depositor Originator on the related Substitute Loan Cutoff Transfer Date), all the right, title and interest of the Seller Originator in and to the Substitute Loans and Related PropertyLoan Assets, such property, upon such transfer, becoming part of the Collateral. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Loan is less than the fair market value thereof, the Seller will be deemed to Originator shall have made a capital contribution with respect to such excess to the Trust DepositorIssuer in an amount equal to the difference between the purchase price and the fair market value of such Substitute Loan. (a) [Reserved]. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor Originator shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.10): (i) the Trust Depositor Originator shall have provided the Issuer Issuer, the Custodian and the Trustee with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. New York City time on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor Originator shall have delivered to the Issuer Issuer, the Custodian and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute Loan; (iv) the Seller Originator shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor Originator pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date; (vi) except with respect to (i) Agented Loans, Co-Agented Loans and Third Party Agented Loans where the Seller Originator (or a wholly-owned subsidiary of the Originator) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Originator (or a wholly-owned subsidiary of the Originator) and (ii) Loans described in Section 7.01(d), the Servicer shall have notified and directed the Obligor with respect to each Substitute Loan to make all payments on the Loans, whether by wire transfer, ACH or otherwise, directly to the Lockbox Account; (vii) the Servicer shall have notified and directed each of the Fund’s co-lenders under Co-Agented Loans and Third-Party Loans that receive payments on behalf of the Originator, to transfer such payments received from the Obligors with respect to such Substitute Loans to the Lockbox Account within two Business Days of receipt of such payments by such co-lender; and (viii) the Originator shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute Loan identified on the Subsequent List of Loans has been sold by the Seller to the Trust Depositor and by the Trust Depositor Originator to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (dc) The Servicer, the Issuer and the Trustee (at the written 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 substituted.

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller as described in Section 2.06, 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.10): (i) the Trust Depositor shall have provided the Issuer Issuer, the Trustee and the Trustee Custodian with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer Issuer, the Trustee and the Trustee Custodian a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute 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 Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date;; and (vi) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) The Servicer, the Issuer Issuer, the Custodian 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 substituted.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to subsections 2.01(d) and (e) above and the satisfaction of the conditions set forth in subsection 2.04(c), the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust DepositorExhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the following (the items in clauses (i)-(vi) below, but in each case excluding the Retained Interest and the Excluded Amounts, upon such transfer, becoming part of the “Loan Assets”): (i) the Substitute Loans identified in the related Addition Notice and Related Property. The purchase price may equal, exceed all Collections and other monies due or be less than the fair market value to become due in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date, plus including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in each case accrued interest thereon. To respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the security interest of the Trust Depositor in such Collateral, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan is less than Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the fair market value thereof, Trust Accounts and all Trust Account Property (to the Seller will be deemed to have made a capital contribution with respect to such excess to extent of the Trust Depositor’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (b) Subject to Sections subsections 2.01(d) and (e) and the conditions set forth in Section 2.06subsection 2.04(c), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to subsection 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)-(ii) above, upon such transfer, becoming part of shall then be included in the Collateralterm “Loan Assets”). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04(a), in the case of the Originator, or subsection 2.04(b), in the case of the Trust Depositor, only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which notice shall in any event be delivered no later than 11:00 a.m. on five (5) days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vvii) 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; (viii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Securityholders or the Swap Counterparties shall have been utilized in selecting the Substitute Loans; (ix) each of the representations and warranties made by the Originator and Trust Depositor pursuant to Sections 3.02 (including without limitation that such Substitute Loan is an Eligible Loan), 3.03(b)(i), (ii) and 3.04 (iv), 3.04, and 3.05 applicable to the Substitute Loans shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect to the representation and warranty made by the Originator and Trust Depositor in subsection 3.05(a), such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan, (b) the representations and warranties made by the Originator and Trust Depositor in Sections 3.03(b)(iv) and 3.05 shall be determined as if such Substitute Loan Cutoff Date;were included in the Loan Pool as of the Initial Cut-Off Date and (c) the representation in clause 38 of the definition of Eligible Loan shall not apply to Substitute Loans that are not fully funded Loans; and (vix) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to subsections 2.01(d) and (e) and the satisfaction of the conditions set forth in subsection 2.04(c), at the option of the Trust Depositor, the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust DepositorExhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all the right, title and interest of the Seller Originator in and to the following, including but not limited to, all accounts, cash and currency, chattel paper, electronic chattel paper, tangible chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter of credit rights, software, supporting obligations, accessions, and other property consisting of, arising out of, or related to the following (the Originator's interest in property in clauses (i)-(vii) below, upon such transfer, becoming part of the "Loan Assets"): (i) the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of listed in the related Substitute Loan Cutoff DateAddition Notice, plus all payments paid in respect thereof and all monies due, to become due or paid in respect thereof accruing on and after the related Subsequent Cut-Off Dates and all Liquidation Proceeds and recoveries thereon, in each case accrued interest thereon. To as they arise after the extent related Subsequent Cut-Off Dates, but not including the purchase price Retained Interest or Interest Collections received prior to the Subsequent Cut-Off Date; (ii) all security interests and Liens and Collateral subject thereto from time to time purporting to secure payment by Obligors under such Loans; (iii) all guaranties, indemnities and warranties, and other agreements or arrangements of any Loan is less than whatever character from time to time supporting or securing payment of such Loans; (iv) the fair market value thereofTrust Accounts, each Obligor Lock-Box, each Obligor Lock-Box Account, the Seller will be deemed to have made a capital contribution Lock-Box, the Lock-Box Account, and together with all cash and investments in each of the foregoing; (v) all collections and records (including computer records) with respect to such excess the foregoing; (vi) all documents relating to the Trust DepositorLoan Files; and (vii) all income, payments, proceeds and other benefits of any and all of the foregoing. (b) Subject to Sections Section 2.01(d) and (eSection 2.01(e) and the conditions set forth in Section 2.062.04(c), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to Section 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral"Loan Assets"). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Section 2.04(a) only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall in any event be delivered no later than 11:00 a.m. on ten (10) Business Days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written assignment in substantially the form of Exhibit J hereto (the "Subsequent Purchase Agreement"), which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and a duly executed written assignment (including an acceptance by the Trustee Owner Trustee) in substantially the form of Exhibit I hereto (the "Subsequent Transfer Agreement"), which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Principal Collections and Interest Collections received by it with respect to the applicable Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vvii) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 3.02, 3.03(i), (ii) and 3.04 (iv), 3.04, and 3.05 applicable to the Substitute Loans (including without limitation that each such Substitute Loan is an Eligible Loan) shall be true and correct as of the related Substitute Loan Cutoff Subsequent Transfer Date; ; provided, however, that, (viA) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior respect to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute Loan identified on the Subsequent List of Loans has been sold by the Seller to the Trust Depositor representation and warranty made by the Trust Depositor in subsection 3.05(a), such representation and warranty shall only apply to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors is being substituted for a Loan that is not an Eligible Loan and (B) with respect to such Substitute Loan to the Lockbox Account within one (1) business day of receipt of such payments by such co-lender. (d) The Servicer, the Issuer representations 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 warranties made by the Servicer Trust Depositor in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being substituted.subsections 3.03(iv) and

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to Sections 2.01(d) and (e) and the satisfaction of the conditions set forth in paragraph (c) of this Section 2.04, the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys Exhibit J to the Trust DepositorTransfer and Servicing Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer Trust to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all the right, title and interest of the Seller Originator in and to (the property in clauses (i)-(vi) below, upon such transfer, becoming part of the "Loan Assets"): (i) the Substitute Loans identified in the related Addition Notice, and Related Property. The purchase price may equal, exceed or be less than the fair market value all monies received in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Subsequent Cutoff DateDates, plus any Prepayment Amounts, any Prepayment Premiums, any payments in each case accrued interest thereon. To respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Excluded Amounts; (ii) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a lien thereon), including the related security interest granted by the Obligor under such Loans and all proceeds from any sale or other disposition of any such Collateral (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Loan is less than Files; (iv) payments under the fair market value thereof, Swap Agreements received from the Seller will Swap Counterparties; (v) all payments made or to be deemed to have made a capital contribution in the future with respect to such excess Loans or the Obligor thereunder under any guarantee or similar credit enhancement with respect to such Loans; (vi) all Insurance Proceeds with respect to each such Loan; and (vii) all income from and proceeds of the Trust Depositorforegoing. (b) Subject to Sections 2.01(d) and (e) of this Agreement and the conditions set forth in Section 2.062.04(c) of this Agreement, the Trust Depositor Originator shall sell, transfer, assign, set over and otherwise convey to the IssuerTrust Depositor, without recourse other than as expressly provided herein and thereinin this Agreement, (i) all the right, title and interest of the Trust Depositor Originator in and to the Substitute Loans purchased pursuant to Section 2.04(a) of this Agreement and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)-(ii) above, upon such transfer, becoming part of the Collateral"Trust Assets"). (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.10): (i) the Trust Depositor shall have provided the Issuer and the Trustee with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute 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 Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date; (vi) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to subsections 2.01(d) and (e) above and the satisfaction of the conditions set forth in subsection 2.04(c), the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust DepositorExhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the following (the items in clauses (i)-(vi) below, but in each case excluding the Retained Interest and the Excluded Amounts, upon such transfer, becoming part of the "Loan Assets"): (i) the Substitute Loans identified in the related Addition Notice and Related Property. The purchase price may equal, exceed all Collections and other monies due or be less than the fair market value to become due in payment of such Substitute Loan as of Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date, plus including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in each case accrued interest thereon. To respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the purchase price Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the security interest of the Trust Depositor in such Collateral, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan is less than Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the fair market value thereof, Trust Accounts and all Trust Account Property (to the Seller will be deemed to have made a capital contribution with respect to such excess to extent of the Trust Depositor's interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (b) Subject to Sections subsections 2.01(d) and (e) and the conditions set forth in Section 2.06subsection 2.04(c), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to subsection 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and (iii)-(ii) above, upon such transfer, becoming part of shall then be included in the Collateralterm "Loan Assets"). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04(a), in the case of the Originator, or subsection 2.04(b), in the case of the Trust Depositor, only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which notice shall in any event be delivered no later than 11:00 a.m. on five (5) days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vvii) 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; (viii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Securityholders or the Swap Counterparties shall have been utilized in selecting the Substitute Loans; (ix) each of the representations and warranties made by the Originator and Trust Depositor pursuant to Sections 3.02 (including without limitation that such Substitute Loan is an Eligible Loan), 3.03(b)(i), (ii) and 3.04 (iv),3.04, and 3.05 applicable to the Substitute Loans shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect to the representation and warranty made by the Originator and Trust Depositor in subsection 3.05(a), such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan, (b) the representations and warranties made by the Originator and Trust Depositor in Sections 3.03(b)(iv) and 3.05 shall be determined as if such Substitute Loan Cutoff Date;were included in the Loan Pool as of the Initial Cut-Off Date and (c) the representation in clause 37 of the definition of Eligible Loan shall not apply to Substitute Loans that are not fully funded Loans; and (vix) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to subsections 2.01(d) and (e) and the satisfaction of the conditions set forth in subsection 2.04(c), at the option of the Trust Depositor, the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust DepositorExhibit J hereto), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all the right, title and interest of the Seller Originator in and to the following, including but not limited to, all accounts, cash and currency, chattel paper, electronic chattel paper, tangible chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter of credit rights, software, supporting obligations, accessions, and other property consisting of, arising out of, or related to the following (the Originator's interest in property in clauses (i)-(vi) below, upon such transfer, becoming part of the "Loan Assets"): (i) the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of listed in the related Substitute Loan Cutoff DateAddition Notice, plus all payments paid in respect thereof and all monies due, to become due or paid in respect thereof accruing on and after the related Subsequent Cut-Off Dates and all Liquidation Proceeds and recoveries thereon, in each case accrued interest thereon. To as they arise after the extent related Subsequent Cut-Off Dates, but not including the purchase price Retained Interest or Interest Collections received prior to the Subsequent Cut-Off Date; (ii) all security interests and liens and Collateral subject thereto from time to time purporting to secure payment by Obligors under such Loans; (iii) all guaranties, indemnities and warranties, and other agreements or arrangements of any Loan is less than whatever character from time to time supporting or securing payment of such Loans; (iv) the fair market value thereofTrust Accounts, each Obligor Lock-Box, each Obligor Lock-Box Account, the Seller will be deemed to have made a capital contribution Lock-Box, the Lock-Box Account, and together with all cash and investments in each of the foregoing; (v) all collections and records (including computer records) with respect to such excess the foregoing; (vi) all documents relating to the Trust DepositorLoan Files; and (vii) all income, payments, proceeds and other benefits of any and all of the foregoing. (b) Subject to Sections subsections 2.01(d) and (e) and the conditions set forth in Section 2.06subsection 2.04(c), the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans purchased pursuant to subsection 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan Assets related to such Substitute Loans (the property in clauses (i) and - (ii) above, upon such transfer, becoming part of the Collateral"Loan Assets"). (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04 (a) only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof contained herein, which Addition Notice shall in any event be delivered no later than 11:00 a.m. on ten (10) Business Days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written assignment in substantially the form of Exhibit J hereto (the "Subsequent Purchase Agreement"), which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and a duly executed written assignment (including an acceptance by the Trustee Owner Trustee) in substantially the form of Exhibit I hereto (the "Subsequent Transfer Agreement"), which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Principal Collections and Interest Collections received by it with respect to the applicable Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vvii) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 3.02, 3.03(i), (ii) and 3.04 (iv), 3.04, and 3.05 applicable to the Substitute Loans (including without limitation that each such Substitute Loan is an Eligible Loan) shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect to the representation and warranty made by the Trust Depositor in subsection 3.05(a), such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan and (b) with respect to the representations and warranties made by the Trust Depositor in subsections 3.03(iv) and 3.05, such representations and warranties shall be determined based upon the Outstanding Loan Balances of the Substitute Loans as of the applicable Subsequent Transfer Date over the Initial Aggregate Outstanding Loan Cutoff DateBalance; (viviii) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Agreementsthis Agreement; and (viiix) prior to such substitution the Originator has received written confirmation from the Rating Agencies (which shall respond to the Originator within fifteen (15) Business Days after receiving written notice from the Originator of its intention to substitute a Loan) that the proposed substitution will not result in a reduction or withdrawal of the rating on the Class A Notes, Class B Notes or, if such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loanapplicable, the Servicer shall have notified and directed Class C Notes; provided, however, that any failure by each of Hercules’s cothe Rating Agencies to respond to the Originator shall be deemed a non-lenders under such Substitute Loan that receive payments on behalf of approval by the SellerRating Agencies; provided, to transfer such payments received from the Obligors further, however, with respect to such Substitute Loan to the Lockbox Account within one (1) business day substitution of receipt of such payments by such co-lendera Prepaid Loan, only notice to, not confirmation from, Fitch shall be required. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Issuer by the Trust Depositor by pursuant to Section 2.04 and Section 2.06 of the Seller as described in Section 2.06Sale 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the such Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Substitute Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. In the event that the Trust Depositor is no longer the sole Certificateholder, the Trust Depositor will obtain the approval of an independent pricing advisor prior to receiving any Substitute Loan from the Seller. 1 Horizon to advise as to whether any alternative payment options are needed for Second Lien Loans. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral)[Reserved]. (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.102.10 of the Sale and Servicing Agreement): (i) the Trust Depositor Seller shall have provided the Issuer and the Trustee Trust Depositor with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute 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 Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor Seller pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date;; and (vi) the Seller shall bear all incidental transactions transaction costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted. (e) The Seller represents and warrants that each Substitute Loan is a Qualified Substitute Loan as of the date such Substitute Loan is transferred to the Trust Depositor hereunder.

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller as described in Section 2.06, 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral). (c) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.10): (i) the Trust Depositor shall have provided the Issuer and the Trustee with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor shall have delivered to the Issuer and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as 35 BUSINESS.29147459.4 required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute 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 Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor pursuant to Sections 3.02 and 3.04 applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Date; (vi) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Substitute Loan either (A) to the Lockbox Account or (B) following the date on which the Master Collection Account Control Agreement and Master Collection Account Agency Agreement become effective, to the Master Collection Account, in either case, within one (1) business day of receipt of such payments by such co-lender. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to subsections 2.01(d) and (c) and the satisfaction of the conditions set forth in paragraph (c) of this Section 2.04, the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys Exhibit J to the Trust DepositorTransfer and Servicing Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans following (the property in clauses (ii)-(vi) below, but in each case excluding the Retained Interest and (ii) abovethe Excluded Amounts, upon such transfer, becoming part of the Collateral"Loan Assets"): (i) the Substitute Loans identified in the related Addition Notice and all Collections and other monies due or to become due in payment of such Substitute Loans on and after the related Subsequent Cut-Off Date, including any Prepayment amounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interest granted by the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator's interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (b) [Reserved]. (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04(a), in the case of the Originator, or subsection 2.04(b), in the case of the Trust Depositor, above only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof, which notice shall in any event be delivered no later than 11:00 a.m. on five (5) days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller and Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vvii) 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; (viii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Securityholders or the Swap Counterparties shall have been utilized in selecting the Substitute Loans; (ix) each of the representations and warranties made by the Originator and the Trust Depositor pursuant to Sections 3.02 (including, without limitation, that such Substitute Loan is an Eligible Loan), 3.03(b)(i), (ii) and (iv), 3.04 and 3.05 of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, and applicable to the Substitute Loans shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect to the representation and warranty made by the Originator and Trust Depositor in subsection 3.05(a) of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, such representation and warranty shall only apply to a Loan that is being substituted for a Loan that is not an Eligible Loan, (b) the representations and warranties made by the Originator and Trust Depositor in Sections 3.03(b)(iv) and 3.05 of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, shall be determined as if such Substitute Loan Cutoff Date;were included in the Loan Pool as of the Initial Cut-Off Date and (c) the representation in clause 38 of the definition of Eligible Loan shall not apply to Substitute Loans that are not fully funded Loans; and (vix) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect Subject to any Substitute Loans to Sections 2.01(d) and (e) and the satisfaction of the conditions set forth in paragraph (c) of this Section 2.04, the Originator may at its option (but shall not be conveyed obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the Seller form attached as described in Section 2.06, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys Exhibit J to the Trust DepositorTransfer and Servicing Agreement), without recourse other than as expressly provided herein and therein (and the Trust Depositor shall be required to purchase through cash payment and/or or by exchange of one or more related Loans released by the Issuer to the Trust Depositor on the related Substitute Loan Cutoff Subsequent Transfer Date), all of the right, title and interest of the Seller Originator in and to the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Loan is less than the fair market value thereof, the Seller will be deemed to have made a capital contribution with respect to such excess to the Trust Depositor. (b) Subject to Sections 2.01(d) and (e) and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans following (the property in clauses (ii)-(vi) below, but in each case excluding the Retained Interest and (ii) abovethe Excluded Amounts, upon such transfer, becoming part of the Collateral“Loan Assets”): (i) the Substitute Loans identified in the related Addition Notice and all Collections and other monies due or to become due in payment of such Substitute Loans on and after the related Subsequent Cut-Off Date, including any Prepayment Amounts, any Prepayment Premiums, any Late Charges, any payments in respect of a casualty or early termination, any Insurance Proceeds and any Liquidation Proceeds received with respect to the foregoing; (ii) the Collateral related to such Loans (to the extent the Originator, other than solely in its capacity as collateral agent under any loan agreement with an Obligor, has been granted a Lien thereon), including the related security interest granted by the Obligor under such Loans, all proceeds from any sale or other disposition of such Collateral and all Insurance Policies; (iii) the Loan Files and all documents and records (including computer records) relating thereto; (iv) all guarantees, indemnities, warranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Loans; (v) the Trust Accounts and all Trust Account Property (to the extent of the Originator’s interest if any therein); and (vi) all income, payments, products, proceeds and other benefits of any and all of the foregoing. (b) [Reserved]. (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property the other property and rights related thereto described in Section 2.04(a), in the case of the Originator, or Section 2.04(b), in the case of the Trust Depositor, above only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof, which notice shall in any event be delivered no later than 11:00 a.m. on five days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller Substitute Loan(s) being conveyed to the Issuer satisfy the Substitute Loan Qualification Conditions and, after giving effect to the inclusion of the applicable Substitute Loans in the Loan Pool, the Collateral Criteria are satisfied; provided that if any component of the Collateral Criteria is not satisfied prior to giving effect to the inclusion of a Substitute Loan, the Collateral Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Substitute Loan; provided that for purposes of determining compliance with the Collateral Criteria, any Substitute 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. (iv) the Originator shall have delivered to the Trust Depositor a duly executed written Subsequent Purchase Agreement, which shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and the Trustee a duly executed written Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) 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 Substitute Loans on and after the related Substitute Loan Cutoff Subsequent Cut-Off Date; (vvii) 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; (viii) 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 Substitute Loans; (ix) each of the representations and warranties made by the Originator and the Trust Depositor pursuant to Sections 3.02 (including, without limitation, that such Substitute Loan is an Eligible Loan), 3.03(b)(i) and (ii) and 3.04 of the Transfer and Servicing Agreement and, with respect to the Originator only, this Agreement, and applicable to the Substitute Loans shall be true and correct as of the related Substitute Loan Cutoff Subsequent Transfer Date;; and (vix) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute 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 Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (d) 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 substituted.

Conveyance of Substitute Loans. (a) With respect to any Substitute Loans to be conveyed to the Trust Depositor Issuer by the Seller Originator as described in Section 2.06‎Section 2.08, the Seller Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Trust DepositorIssuer, without recourse other than as expressly provided herein (and the Trust Depositor Issuer shall purchase through cash payment and/or by exchange of one or more related Loans released by the Issuer to the Trust Depositor Originator on the related Substitute Loan Cutoff Transfer Date), all the right, title and interest of the Seller Originator in and to the Substitute Loans and Related Property. Loan Assets, such property, upon such transfer, becoming part of the Collateral. (b) The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of the related Substitute Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the purchase price of any Loan is less than the fair market value thereof, the Seller will be deemed to Originator shall have made a capital contribution with respect to such excess to the Trust Depositor. (b) Subject Issuer in an amount equal to Sections 2.01(d) and (e) the difference between the purchase price and the conditions set forth in Section 2.06, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest fair market value of the Trust Depositor in and to the Substitute Loans and (ii) all other Related Property related to such Substitute Loans (the property in clauses (i) and (ii) above, upon such transfer, becoming part of the Collateral)Loan. (c) [Reserved]. (d) The Seller shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor Originator shall transfer to the Issuer hereunder the applicable Substitute Loans and Related Property only upon the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Date (in addition to the conditions set forth in Section 2.10‎Section 2.11): (i) the Trust Depositor Originator shall have provided the Issuer Issuer, the Custodian and the Trustee with timely notice of such substitution, which shall be delivered no later than 11:00 a.m. New York City time on the related Substitute Loan Cutoff Date; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the Collateral; (iii) the Seller and the Trust Depositor Originator shall have delivered to the Issuer Issuer, the Custodian and the Trustee a Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute Loan; (iv) the Seller Originator shall have deposited or caused to be deposited in the Collection Account all Collections received by it with respect to the applicable Substitute Loans on and after the related Substitute Loan Cutoff Date; (v) each of the representations and warranties made by the Trust Depositor Originator pursuant to Sections ‎Section 3.02 and ‎Section 3.04 applicable to the Substitute Loans shall be true and correct in all material respects as of the related Substitute Loan Cutoff Date; (vi) except with respect to (i) Agented Loans, Co-Agented Loans and Third Party Agented Loans where the Seller Originator (or a wholly-owned subsidiary of the Originator) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Originator (or a wholly-owned subsidiary of the Originator) and (ii) Loans described in ‎Section 7.01(d), the Servicer shall have notified and directed the Obligor with respect to each Substitute Loan to make all payments on the Loans, whether by wire transfer, ACH or otherwise, directly to the Lockbox Account; (vii) the Servicer shall have notified and directed each of the Originator’s co-lenders under Co-Agented Loans and Third-Party Agented Loans that receive payments on behalf of the Originator, to transfer such payments received from the Obligors with respect to such Substitute Loans to the Lockbox Account within two Business Days of receipt of such payments by such co-lender; and (viii) the Originator shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and shall, at its own expense, on or prior to the related Substitute Loan Cutoff Date, indicate in its Computer Records that ownership of each Substitute Loan identified on the Subsequent List of Loans has been sold by the Seller to the Trust Depositor and by the Trust Depositor Originator to the Issuer pursuant to the Transfer and Servicing Agreements; and (vii) if such Substitute Loan is a Co-Agented Loans or a Third-Party Agented Loan, the Servicer shall have notified and directed each of Hercules’s co-lenders under such Substitute 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. (de) The Servicer, the Issuer and the Trustee (at the written 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 substituted.

Conveyance of Substitute Loans. (ai) With respect to any Substitute Loans to be conveyed to the Trust Depositor by the Seller as described in Section 2.06, 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 Substitute Loan Cutoff Date), all the right, title and interest of the Seller in and to the Substitute Loans and Related Property. The purchase price may equal, exceed or be less than the fair market value of such Substitute Loan as of listed in the related Substitute Loan Addition Notice, all payments paid in respect thereof and all monies due, to become due or paid in respect thereof accruing on and after the related Subsequent Cutoff DateDates and all Liquidation Proceeds and recoveries thereon, plus in each case accrued interest thereon. To as they arise after the extent related Subsequent Cutoff Dates, but not including the purchase price Retained Interest or Interest Collections received prior to December 1, 2001; (ii) all security interests and liens and Collateral subject thereto from time to time purporting to secure payment by Obligors under such Loans; (iii) all guaranties, indemnities and warranties, and other agreements or arrangements of any Loan is less than the fair market value thereof, the Seller will be deemed whatever character from time to have made a capital contribution time supporting or securing payment of such Loans; (iv) all collections and records (including computer records) with respect to such excess the foregoing; (v) all documents relating to the Trust DepositorLoan Files; and (vi) all income, payments, proceeds and other benefits of any and all of the foregoing. (b) Subject to Sections subsections 2.01(d) and (e) and the conditions set forth in Section 2.06------------------- --- subsection 2.04(c), the Trust Depositor Originator shall sell, transfer, assign, set over and ----------------- otherwise convey to the IssuerTrust Depositor, without recourse other than as expressly provided herein and therein, (i) all the right, title and interest of the Trust Depositor Originator in and to the Substitute Loans sold pursuant to subsection ---------- 2.04(a), and (ii) all other Related Property rights and property interests consisting of Loan ------- Assets related to such Substitute Loans (the property in clauses (i) and - (ii) ------------------ above, upon such transfer, becoming part of the Collateral"Loan Assets").. ------------- (c) The Seller Originator shall transfer to the Trust Depositor under the Sale and Contribution Agreement and the Trust Depositor shall transfer to the Issuer hereunder Trust the applicable Substitute Loans and Related Property the other property and rights related thereto described in subsection 2.04(a) only upon ----------------- the satisfaction of each of the following conditions on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date (in addition to and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator, that such conditions set forth in Section 2.10have been or will be, as of the related Subsequent Transfer Date, satisfied): (i) the Trust Depositor shall have provided the Issuer Owner Trustee and the Indenture Trustee with a timely notice of such substitutionAddition Notice complying with the definition thereof, which Addition Notice shall in any event be delivered no later than 11:00 a.m. on ten (10) days prior to the related Substitute Loan Cutoff Datedate of addition; (ii) there shall have occurred, with respect to each such Substitute Loan, a corresponding Substitution Event with respect to one or more Loans then in the CollateralLoan Pool; (iii) the Seller Substitute Loan(s) being conveyed to the Trust Depositor and in turn to the Trust satisfy the Substitute Loan Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written assignment in substantially the form of Exhibit J to the --------- Sale and Servicing Agreement (the "Subsequent Purchase Agreement"), which ------------------------------- shall include a Subsequent List of Loans listing the Substitute Loans; (v) the Trust Depositor shall have delivered to the Issuer and the Owner Trustee a duly executed written assignment (including an acceptance by the Owner Trustee) in substantially the form of Exhibit I to the Sale and Servicing --------- Agreement (the "Subsequent Transfer Agreement"), which shall include a ----------------------------- Subsequent List of Loans listing the applicable Substitute Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Substitute LoanLoans; (ivvi) the Seller Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Principal Collections and Interest Collections received by it with respect to the applicable Substitute Loans on and after the related Substitute Loan Subsequent Cutoff Date; (vvii) each of the representations and warranties made by the Trust Depositor Originator pursuant to Sections 3.02 3.02, 3.03(i), (ii) and (iv), 3.04 and 3.05 ------------- ------- ---- ---- ---- ---- applicable to the Substitute Loans shall be true and correct as of the related Subsequent Transfer Date; provided, however, that, (a) with respect -------- ------- ---- to the representation and warranty made by the Originator in subsection ---------- 3.05 (a) such representation and warranty shall only apply to a Loan that ------- is being substituted for a Loan that is not an Eligible Loan and (b) with respect to the representations and warranties made by the Originator in subsections 3.03(iv) and 3.05, such representations and warranties shall be -------------------- ---- determined based upon the Outstanding Loan Balances of the Substitute Loans as of the applicable Subsequent Transfer Date over the Initial Aggregate Outstanding Loan Cutoff DateBalance; (viviii) the Seller shall bear all incidental transactions costs incurred in connection with a substitution effected pursuant to this Agreement and Originator shall, at its own expense, on or prior to the related Substitute Loan Cutoff Subsequent Transfer Date, indicate in its Computer Records that ownership of each the Substitute Loan Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold by the Seller to the Trust Depositor and by through the Trust Depositor to the Issuer pursuant to the Transfer and Servicing Agreementsthis Agreement; and (viiix) if prior to such Substitute Loan is substitution the Originator has received written confirmation from the Rating Agencies (which shall respond to the Originator within ten (10) Business Days after receiving written notice from the Originator of its intention to substitute a Co-Agented Loans Loan) that the proposed substitution will not result in a reduction or a Third-Party Agented Loanwithdrawal of the rating on the Class A Notes or Class B Notes; provided, the Servicer shall have notified and directed however, that any -------- ------- failure by each of Hercules’s co-lenders under such Substitute Loan that receive payments on behalf of the Seller, Rating Agencies to transfer such payments received from the Obligors with respect to such Substitute Loan respond to the Lockbox Account within one (1) business day of receipt of such payments by such coOriginator shall be deemed a non-lender. (d) 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 approval by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being substitutedRating Agencies.