Common use of Optional Substitution of Collateral Obligations Clause in Contracts

Optional Substitution of Collateral Obligations. (a) Subject to any applicable provisions of Sections 12.3 and 12.4 of the Indenture, this Section 2.5, and the Repurchase and Substitution Limit set forth in Section 7.4 of this Agreement, with respect to any Collateral Obligation as to which a Substitution Event has occurred, the Transferor may (but shall not be obligated to) either (x) convey to the Retention Holder (and cause the Retention Holder to contemporaneously convey to the Issuer) one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Retention Holder (and cause the Retention Holder to convey to the Issuer) one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof. (b) Any substitution pursuant to this Section 2.5 shall be initiated by delivery of a Notice of Substitution, as set forth in the Indenture, by the Transferor to the Trustee, the Retention Holder, the Issuer and the Collateral Manager that the Transferor intends to substitute a Collateral Obligation pursuant to this Section 2.5 and shall be completed prior to the earliest of: (x) the expiration of ninety (90) days after the delivery of such notice; (y) delivery of written notice to the Trustee from the Transferor stating that the Transferor does not intend to convey any additional Substitute Collateral Obligations through the Retention Holder to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(y) above; or (z) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment (such period described in clause (x), (y) or (z), as applicable, being the “Substitution Period”). (c) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Collateral Obligation. On the last day of any Substitution Period, any amounts previously deposited in accordance with Section 2.5(a)(y) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto shall be deemed to constitute Principal Proceeds; provided that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Proceeds and shall remain in the Principal Collection Subaccount until applied to acquire Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto. (d) The substitution of any Substitute Collateral Obligation will be subject to the satisfaction of the Substitute Collateral Obligations Qualification Conditions as of the related Cut-Off Date for each such Collateral Obligation (after giving effect to such substitution). (e) With respect to any Substitute Collateral Obligations to be conveyed to the Retention Holder by the Transferor as described in this Section 2.5, (i) the Transferor hereby sells, transfers, assigns, sets over and otherwise conveys to the Retention Holder, without recourse other than as expressly provided herein (and the Retention Holder shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder and by the Retention Holder to the Transferor on the related Settlement Date), all the right, title and interest of the Transferor in and to the Substitute Collateral Obligation and (ii) the Retention Holder hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer without recourse other than as expressly provided herein (and the Issuer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder on the related Settlement Date), all the right, title and interest of the Retention Holder in and to the Substitute Collateral Obligation. (f) To the extent any cash or other property received by the Issuer from the Retention Holder in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder to the Issuer, and to the extent any cash or other property received by the Retention Holder from the Transferor in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention Holder. (g) The Transferor and Retention Holder shall execute and deliver to the Issuer and the Trustee a Subsequent Transfer Agreement with respect to each Substitute Collateral Obligation and shall cooperate with the Collateral Manager and the Issuer so that they may satisfy their respective obligations with respect to any substitution of Collateral Obligations pursuant to the Indenture. (h) The Transferor shall bear all transaction costs incurred in connection with a substitution of Collateral Obligations effected pursuant to this Agreement and the Indenture.

Optional Substitution of Collateral Obligations. (a) Subject to any applicable provisions of Sections Section 12.3 and 12.4 of the Indenture, this Section 2.5, 2.5 and the Repurchase and Substitution Limit set forth in Section 7.4 of this AgreementLimit, with respect to any Collateral Obligation as to which a Substitution Event has occurred, the Transferor Originator may (but shall not be obligated toto except as required under the Indenture) either (x) convey to the Retention Holder (Depositor and cause the Retention Holder Depositor to contemporaneously convey to the Issuer) Issuer one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Retention Holder (Depositor and cause the Retention Holder Depositor to convey to the Issuer) Issuer one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof. (b) Any substitution pursuant to this Section 2.5 shall be initiated by delivery of a Notice of Substitution, as set forth in the Indenture, by the Transferor Originator to the Trustee, the Retention HolderDepositor, the Issuer and the Collateral Manager that the Transferor Originator intends to substitute a Collateral Obligation pursuant to this Section 2.5 and shall be completed prior to the earliest of: (x) the expiration of ninety (90) 90 days after the delivery of such notice; (y) delivery of written notice to the Trustee from the Transferor Originator stating that the Transferor Originator does not intend to convey any additional Substitute Collateral Obligations through the Retention Holder to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(y) above; or (z) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment (such period described in clause (x), (y) or (z), as applicable, being the “Substitution Period”). (c) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Collateral Obligation. On the last day of any Substitution Period, any amounts previously deposited in accordance with Section 2.5(a)(yclause (a)(y) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto shall be deemed to constitute Principal Proceeds; provided that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Proceeds and shall remain in the Principal Collection Subaccount until applied to acquire Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto. The price paid (or deemed paid, in the case of a contemporaneous conveyance of a Substitute Loan pursuant to Section 2.3(a)(x)) by the Issuer to the Depositor and by the Depositor to the Originator, as applicable, for any Substitute Collateral Obligation shall be an amount equal to the value thereof, as determined by the board of directors of the Originator in accordance with the 1940 Act (but in no event less than the fair market value thereof). To the extent any cash or other property received by the Issuer in connection with a Substitute Collateral Obligation exceeds the fair market value thereof, such excess shall be deemed a capital contribution from the Originator to the Depositor and from the Depositor to the Issuer. (d) The substitution of any Substitute Collateral Obligation will be subject to the satisfaction of the Substitute Collateral Obligations Qualification Conditions as of the related Cut-Off Transfer Date for each such Collateral Obligation (after giving effect to such substitution). (e) With respect to any Substitute Collateral Obligations to be conveyed to the Retention Holder Depositor by the Transferor Originator as described in this Section 2.5, (i) the Transferor Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Retention HolderDepositor, without recourse other than as expressly provided herein (and the Retention Holder Depositor shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder Depositor and by the Retention Holder Depositor to the Transferor Issuer on the related Settlement Cut-Off Date), all the right, title and interest of the Transferor Originator in and to the Substitute Collateral Obligation and (ii) the Retention Holder Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer without recourse other than as expressly provided herein (and the Issuer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder Depositor on the related Settlement Cut-Off Date), all the right, title and interest of the Retention Holder Depositor in and to the Substitute Collateral Obligation. (f) . To the extent any cash or other property received by the Issuer from the Retention Holder in connection with a Substitution Event pursuant to this Section 2.5 Substitute Collateral Obligation exceeds the fair market value of the replaced Collateral Obligationthereof, such excess shall be deemed a capital contribution from the Retention Holder Originator to the Depositor and from the Depositor to the Issuer, and to the extent any cash or other property received by the Retention Holder from the Transferor in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention Holder. (gf) The Transferor Originator and Retention Holder Depositor shall execute and deliver to the Issuer and the Trustee a Subsequent Transfer Agreement with respect to each Substitute Collateral Obligation and shall cooperate with the Collateral Manager and the Issuer so that they may satisfy their respective obligations with respect to any substitution of Collateral Obligations pursuant to the Indenture. (hg) The Transferor Originator shall bear all transaction costs incurred in connection with a substitution of Collateral Obligations effected pursuant to this Agreement and the Indenture.

Optional Substitution of Collateral Obligations. (a) Subject to any applicable provisions of Sections 12.3 and 12.4 of the Indenture, this Section 2.5, and the Repurchase and Substitution Limit set forth in Section 7.4 of this Agreement, with respect to any Collateral Obligation as to which a Substitution Event has occurred, the Transferor may (but shall not be obligated to) either (x) convey to the Retention Holder (Depositor and cause the Retention Holder Depositor to contemporaneously convey to the Issuer) Issuer one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Retention Holder (Depositor and cause the Retention Holder Depositor to convey to the Issuer) Issuer one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof. (b) Any substitution pursuant to this Section 2.5 shall be initiated by delivery of a Notice of Substitution, as set forth in the Indenture, by the Transferor to the Trustee, the Retention HolderDepositor, the Issuer and the Collateral Manager that the Transferor intends to substitute a Collateral Obligation pursuant to this Section 2.5 and shall be completed prior to the earliest of: (x) the expiration of ninety (90) days after the delivery of such notice; (y) delivery of written notice to the Trustee from the Transferor stating that the Transferor does not intend to convey any additional Substitute Collateral Obligations through the Retention Holder Depositor to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(y) above; or (z) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment (such period described in clause (x), (y) or (z), as applicable, being the “Substitution Period”). (c) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Collateral Obligation. On the last day of any Substitution Period, any amounts previously deposited in accordance with Section 2.5(a)(y) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto shall be deemed to constitute Principal Proceeds; provided that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Proceeds and shall remain in the Principal Collection Subaccount until applied to acquire Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto. (d) The substitution of any Substitute Collateral Obligation will be subject to the satisfaction of the Substitute Collateral Obligations Qualification Conditions as of the related Cut-Off Date for each such Collateral Obligation (after giving effect to such substitution). (e) With respect to any Substitute Collateral Obligations to be conveyed to the Retention Holder Depositor by the Transferor as described in this Section 2.5, (i) the Transferor hereby sells, transfers, assigns, sets over and otherwise conveys to the Retention HolderDepositor, without recourse other than as expressly provided herein (and the Retention Holder Depositor shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder Depositor and by the Retention Holder Depositor to the Transferor on the related Settlement Cut-Off Date), all the right, title and interest of the Transferor in and to the Substitute Collateral Obligation and (ii) the Retention Holder Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer without recourse other than as expressly provided herein (and the Issuer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder Depositor on the related Settlement Cut-Off Date), all the right, title and interest of the Retention Holder Depositor in and to the Substitute Collateral Obligation. (f) To the extent any cash or other property received by the Issuer from the Retention Holder in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder to the Issuer, Depositor and to the extent any cash or other property received by the Retention Holder Depositor from the Transferor in connection with a Substitution Event pursuant to this Section 2.5 Substitute Collateral Obligation exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention HolderDepositor and from the Depositor to the Issuer. (g) The Transferor and Retention Holder Depositor shall execute and deliver to the Issuer and the Trustee a Subsequent Transfer Agreement with respect to each Substitute Collateral Obligation and shall cooperate with the Collateral Manager and the Issuer so that they may satisfy their respective obligations with respect to any substitution of Collateral Obligations pursuant to the Indenture. (h) The Transferor shall bear all transaction costs incurred in connection with a substitution of Collateral Obligations effected pursuant to this Agreement and the Indenture.

Optional Substitution of Collateral Obligations. (a) Subject to any applicable provisions of Sections 12.3 and 12.4 of the Indenture, this Section 2.5, and the Repurchase and Substitution Limit set forth in Section 7.4 7.3 of this Agreement, with respect to any Collateral Obligation as to which a Substitution Event has occurred, the Transferor may (but shall not be obligated to) either (x) convey to the U.S. Retention Holder (and cause the U.S. Retention Holder to contemporaneously convey to the Issuer) one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the U.S. Retention Holder (and cause the U.S. Retention Holder to contemporaneously convey to the Issuer) one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof. (b) Any substitution pursuant to this Section 2.5 shall be initiated by delivery of a Notice of Substitution, as set forth in the Indenture, by the Transferor to the Trustee, the U.S. Retention Holder, the Issuer and the Collateral Manager that the Transferor intends to substitute a Collateral Obligation pursuant to this Section 2.5 and shall be completed prior to the earliest of: (x) the expiration of ninety (90) days after the delivery of such notice; (y) delivery of written notice to the Trustee from the Transferor stating that the Transferor does not intend to convey any additional Substitute Collateral Obligations through the U.S. Retention Holder to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(y) above; or (z) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment (such period described in clause (x), (y) or (z), as applicable, being the “Substitution Period”). (c) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Collateral Obligation. On the last day of any Substitution Period, any amounts previously deposited in accordance with Section 2.5(a)(y) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto shall be deemed to constitute Principal Proceeds; provided that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Proceeds and shall remain in the Principal Collection Subaccount until applied to acquire Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto. (d) The substitution of any Substitute Collateral Obligation will be subject to the satisfaction of the Substitute Collateral Obligations Qualification Conditions as of the related Cut-Off Date for each such Collateral Obligation (after giving effect to such substitution). (e) With respect to any Substitute Collateral Obligations to be conveyed to the U.S. Retention Holder by the Transferor as described in this Section 2.5, (i) the Transferor hereby sells, transfers, assigns, sets over and otherwise conveys to the U.S. Retention Holder, without recourse other than as expressly provided herein (and the U.S. Retention Holder shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the U.S. Retention Holder and by the U.S. Retention Holder to the Transferor on the related Settlement Date), all the right, title and interest of the Transferor in and to the Substitute Collateral Obligation Obligation; and (ii) the U.S. Retention Holder hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer without recourse other than as expressly provided herein (and the Issuer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the U.S. Retention Holder on the related Settlement Date), all the right, title and interest of the U.S. Retention Holder in and to the Substitute Collateral Obligation. (f) To the extent any cash or other property received by the Issuer from the U.S. Retention Holder in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the U.S. Retention Holder to the Issuer, and to the extent any cash or other property received by the U.S. Retention Holder from the Transferor in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the U.S. Retention Holder. (g) The Transferor and the U.S. Retention Holder shall execute and deliver to the Issuer and the Trustee a Subsequent Transfer Agreement with respect to each Substitute Collateral Obligation and shall cooperate with the Collateral Manager and the Issuer so that they may satisfy their respective obligations with respect to any substitution of Collateral Obligations pursuant to the Indenture. (h) The Transferor shall bear all transaction costs incurred in connection with a substitution of Collateral Obligations effected pursuant to this Agreement and the Indenture.

Optional Substitution of Collateral Obligations. (a) Subject to any applicable provisions of Sections Section 12.3 and 12.4 of the Indenture, this Section 2.5, 2.5 and the Repurchase and Substitution Limit set forth in Section 7.4 of this AgreementLimit, with respect to any Collateral Obligation as to which a Substitution Event has occurred, the Transferor Originator may (but shall not be obligated toto except as required under the Indenture) either (x) convey to the Retention Holder (Depositor and cause the Retention Holder Depositor to contemporaneously convey to the Issuer) Issuer one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Retention Holder (Depositor and cause the Retention Holder Depositor to convey to the Issuer) Issuer one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof. (b) Any substitution pursuant to this Section 2.5 shall be initiated by delivery of a Notice of Substitution, as set forth in the Indenture, by the Transferor Originator to the Trustee, the Retention HolderDepositor, the Issuer and the Collateral Manager that the Transferor Originator intends to substitute a Collateral Obligation pursuant to this Section 2.5 and shall be completed prior to the earliest of: (x) the expiration of ninety (90) 90 days after the delivery of such notice; (y) delivery of written notice to the Trustee from the Transferor Originator stating that the Transferor Originator does not intend to convey any additional Substitute Collateral Obligations through the Retention Holder to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(y) above; or (z) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment (such period described in clause (x), (y) or (z), as applicable, being the “Substitution Period”). (c) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Collateral Obligation. On the last day of any Substitution Period, any amounts previously deposited in accordance with Section 2.5(a)(yclause (a)(y) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto shall be deemed to constitute Principal Proceeds; provided that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Proceeds and shall remain in the Principal Collection Subaccount until applied to acquire Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto. The price paid (or deemed paid, in the case of a contemporaneous conveyance of a Substitute Collateral Obligation pursuant to Section 2.5(a)(x)) by the Issuer to the Depositor and by the Depositor to the Originator, as applicable, for any Substitute Collateral Obligation shall be an amount equal to the value thereof, as determined by the KCAP Investment Committee in accordance with the 1940 Act (but in no event less than the fair market value thereof). To the extent any cash or other property received by the Issuer in connection with a Substitute Collateral Obligation exceeds the fair market value thereof, such excess shall be deemed a capital contribution from the Originator to the Depositor and from the Depositor to the Issuer. (d) The substitution of any Substitute Collateral Obligation will be subject to the satisfaction of the Substitute Collateral Obligations Qualification Conditions as of the related Cut-Off Transfer Date for each such Collateral Obligation (after giving effect to such substitution). (e) With respect to any Substitute Collateral Obligations to be conveyed to the Retention Holder Depositor by the Transferor Originator as described in this Section 2.5, (i) the Transferor Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Retention HolderDepositor, without recourse other than as expressly provided herein (and the Retention Holder Depositor shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder Depositor and by the Retention Holder Depositor to the Transferor Issuer on the related Settlement Cut-Off Date), all the right, title and interest of the Transferor Originator in and to the Substitute Collateral Obligation and (ii) the Retention Holder Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer without recourse other than as expressly provided herein (and the Issuer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder Depositor on the related Settlement Cut-Off Date), all the right, title and interest of the Retention Holder Depositor in and to the Substitute Collateral Obligation. (f) . To the extent any cash or other property received by the Issuer from the Retention Holder in connection with a Substitution Event pursuant to this Section 2.5 Substitute Collateral Obligation exceeds the fair market value of the replaced Collateral Obligationthereof, such excess shall be deemed a capital contribution from the Retention Holder Originator to the Depositor and from the Depositor to the Issuer, and to the extent any cash or other property received by the Retention Holder from the Transferor in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention Holder. (gf) The Transferor Originator and Retention Holder Depositor shall execute and deliver to the Issuer and the Trustee a Subsequent Transfer Agreement with respect to each Substitute Collateral Obligation and shall cooperate with the Collateral Manager and the Issuer so that they may satisfy their respective obligations with respect to any substitution of Collateral Obligations pursuant to the Indenture. (hg) The Transferor Originator shall bear all transaction costs incurred in connection with a substitution of Collateral Obligations effected pursuant to this Agreement and the Indenture.

Optional Substitution of Collateral Obligations. (a) Subject to any applicable provisions of Sections 12.3 and 12.4 of the Indenture, this Section 2.52.08, and the Repurchase and Substitution Limit set forth in Section 7.4 2.06 of this Agreement, with respect to any Collateral Obligation as to which a Substitution Event has occurred, the Transferor Seller may (but shall not be obligated to) either (xi) convey to the Retention Holder (Intermediate Seller and cause the Retention Holder Intermediate Seller to contemporaneously convey to the Issuer) Buyer one or more Collateral Obligations in exchange for such Collateral Obligation or (yii) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Retention Holder (Intermediate Seller and cause the Retention Holder Intermediate Seller to contemporaneously convey to the Issuer) Buyer one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof. (b) Any substitution pursuant to this Section 2.5 2.08 shall be initiated by delivery of a Notice of Substitution, as set forth in the Indenture, by the Transferor Seller to the Trustee, the Retention HolderCollateral Agent, the Issuer Loan Agent, the Intermediate Seller, the Buyer and the Collateral Manager that the Transferor Seller intends to substitute a Collateral Obligation pursuant to this Section 2.5 2.08 and shall be completed prior to the earliest of: (xi) the expiration of ninety (90) days after the delivery of such notice; (y) delivery of written notice to the Trustee from the Transferor stating that the Transferor does not intend to convey any additional Substitute Collateral Obligations through the Retention Holder to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(y) above; or (zii) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment (such period described in clause (x), (yi) or (zii) of this Section 2.08(b), as applicable, being the “Substitution Period”). (c) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Collateral Obligation. On the last day of any Substitution Period, any amounts previously deposited in accordance with Section 2.5(a)(y2.08(a)(ii) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto shall be deemed to constitute Principal Proceeds; provided that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Proceeds and shall remain in the Principal Collection Subaccount until applied to acquire Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto. The price paid (or deemed paid, in the case of a contemporaneous conveyance of a Substitute Collateral Obligation pursuant to Section 2.08(a)(i)) by the Buyer to the Intermediate Seller and by the Intermediate Seller to the Seller, as applicable, for any Substitute Collateral Obligation shall be an amount equal to the Market Value thereof, as determined by the Collateral Manager in accordance with the Collateral Manager Standard (but in no event less than the fair market value thereof). To the extent any cash or other property received by the Buyer from the Intermediate Seller and by the Intermediate Seller from the Seller in connection with a Substitution Event as set forth herein and in the Indenture exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer. (d) The substitution of any Substitute Collateral Obligation will be subject to the satisfaction of the Substitute Collateral Obligations Qualification Conditions as of the related Cut-Off Date for each such Collateral Obligation (after giving effect to such substitution). (e) With respect to any Substitute Collateral Obligations to be conveyed to the Retention Holder Intermediate Seller by the Transferor Seller as described in this Section 2.52.08, (i) the Transferor Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Retention HolderIntermediate Seller, without recourse other than as expressly provided herein (and the Retention Holder Intermediate Seller shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer Buyer to the Retention Holder Intermediate Seller and by the Retention Holder Intermediate Seller to the Transferor Seller on the related Settlement Cut-Off Date), all the right, title and interest of the Transferor Seller in and to the Substitute Collateral Obligation and (ii) the Retention Holder Intermediate Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer Buyer without recourse other than as expressly provided herein (and the Issuer Buyer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer Buyer to the Retention Holder Intermediate Seller on the related Settlement Cut-Off Date), all the right, title and interest of the Retention Holder Intermediate Seller in and to the Substitute Collateral Obligation. (f) . To the extent any cash or other property received by the Issuer Buyer from the Retention Holder Intermediate Seller and by the Intermediate Seller from the Seller in connection with a Substitution Event pursuant to this Section 2.5 Substitute Collateral Obligation exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder Seller to the Issuer, Intermediate Seller and from the Intermediate Seller to the extent any cash or other property received by the Retention Holder from the Transferor in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention HolderBuyer. (gf) The Transferor Seller and Retention Holder Intermediate Seller shall execute and deliver to the Issuer Buyer and the Trustee Collateral Agent a Subsequent Transfer Agreement with respect to each Substitute Collateral Obligation and shall cooperate with the Collateral Manager and the Issuer Buyer so that they may satisfy their respective obligations with respect to any substitution of Collateral Obligations pursuant to the Indenture. (hg) The Transferor Seller shall bear all transaction costs incurred in connection with a substitution of Collateral Obligations effected pursuant to this Agreement and the Indenture.

Optional Substitution of Collateral Obligations. (a) Subject to any applicable provisions of Sections 12.3 and 12.4 of the Indenture, this Section 2.5, and the Repurchase and Substitution Limit set forth in Section 7.4 of this Agreement, with respect to any Collateral Obligation as to which a Substitution Event has occurred, the Transferor may (but shall not be obligated to) either (x) convey to the Retention Holder (Depositor and cause the Retention Holder Depositor to contemporaneously convey to the Issuer) Issuer one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Retention Holder (Depositor and cause the Retention Holder Depositor to convey to the Issuer) Issuer one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof. (b) Any substitution pursuant to this Section 2.5 shall be initiated by delivery of a Notice of Substitution, as set forth in the Indenture, by the Transferor to the Trustee, the Retention HolderDepositor, the Issuer and the Collateral Manager that the Transferor intends to substitute a Collateral Obligation pursuant to this Section 2.5 and shall be completed prior to the earliest of: (x) the expiration of ninety (90) days after the delivery of such notice; (y) delivery of written notice to the Trustee from the Transferor stating that the Transferor does not intend to convey any additional Substitute Collateral Obligations through the Retention Holder Depositor to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(y) above; or (z) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment (such period described in clause (x), (y) or (z), as applicable, being the “Substitution Period”). (c) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Collateral Obligation. On the last day of any Substitution Period, any amounts previously deposited in accordance with Section 2.5(a)(y) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Collateral Obligations or to fund the Revolver Exposure Funding Account if necessary with respect thereto shall be deemed to constitute Principal Proceeds; provided that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Proceeds and shall remain in the Principal Collection Subaccount until applied to acquire Substitute Collateral Obligations or to fund the Revolver Exposure Funding Account if necessary with respect thereto. (d) The substitution of any Substitute Collateral Obligation will be subject to the satisfaction of the Substitute Collateral Obligations Qualification Conditions as of the related Cut-Off Date for each such Collateral Obligation (after giving effect to such substitution). (e) With respect to any Substitute Collateral Obligations to be conveyed to the Retention Holder Depositor by the Transferor as described in this Section 2.5, (i) the Transferor hereby sells, transfers, assigns, sets over and otherwise conveys to the Retention HolderDepositor, without recourse other than as expressly provided herein (and the Retention Holder Depositor shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder Depositor and by the Retention Holder Depositor to the Transferor on the related Settlement Cut-Off Date), all the right, title and interest of the Transferor in and to the Substitute Collateral Obligation and (ii) the Retention Holder Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer without recourse other than as expressly provided herein (and the Issuer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder Depositor on the related Settlement Cut-Off Date), all the right, title and interest of the Retention Holder Depositor in and to the Substitute Collateral Obligation. (f) To the extent any cash or other property received by the Issuer from the Retention Holder in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder to the Issuer, Depositor and to the extent any cash or other property received by the Retention Holder Depositor from the Transferor in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention HolderDepositor and from the Depositor to the Issuer. (g) The Transferor and Retention Holder Depositor shall execute and deliver to the Issuer and the Trustee a Subsequent Transfer Agreement with respect to each Substitute Collateral Obligation and shall cooperate with the Collateral Manager and the Issuer so that they may satisfy their respective obligations with respect to any substitution of Collateral Obligations pursuant to the Indenture. (h) The Transferor shall bear all transaction costs incurred in connection with a substitution of Collateral Obligations effected pursuant to this Agreement and the Indenture.

Optional Substitution of Collateral Obligations. (a) Subject to any applicable provisions of Sections 12.3 and 12.4 of the Indenture, this Section 2.5, 2.3 and the Repurchase and Substitution Limit set forth in Section 7.4 of this AgreementLimit, with respect to any Collateral Obligation as to which a Substitution Event has occurred, the Transferor Seller may (but shall not be obligated to) either (x) convey to with the Retention Holder (and cause consent of the Retention Holder to contemporaneously convey to Collateral Manager on behalf of the Issuer) one or more Collateral Obligations Issuer in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and thenits sole discretion, prior to the expiration of the Substitution Period, (i) deposit into the Principal Collection Subaccount the purchase price determined pursuant to Section 2.1(b) for such Collateral Obligation and then convey to the Retention Holder (and cause the Retention Holder to convey to the Issuer) Issuer one or more Collateral Obligations in exchange for the funds so deposited or a portion thereofthereof or (ii) convey to the Issuer one or more Collateral Obligations in exchange for such Collateral Obligation. (b) Any substitution pursuant to this Section 2.5 shall be initiated by delivery of a Notice of Substitution, as set forth in the Indenture, by the Transferor to the Trustee, the Retention Holder, the Issuer and the Collateral Manager that the Transferor intends to substitute a Collateral Obligation pursuant to this Section 2.5 and shall be completed prior to the earliest of: (x) the expiration of ninety (90) days after the delivery of such notice; (y) delivery of written notice to the Trustee from the Transferor stating that the Transferor does not intend to convey any additional Substitute Collateral Obligations through the Retention Holder to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(y) above; or (z) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment (such period described in clause (x), (y) or (z), as applicable, being the “Substitution Period”). (c) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Collateral Obligation. On the last day of any Substitution Period, any amounts previously deposited in accordance with Section 2.5(a)(y) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto shall be deemed to constitute Principal Proceeds; provided that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Proceeds and shall remain in the Principal Collection Subaccount until applied to acquire Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto. (d) The substitution of any Substitute Collateral Obligation will be subject to the satisfaction of the Substitute Collateral Obligations Qualification Conditions as of the related Cut-Off Date for each such Collateral Obligation (after giving effect to such substitution). (e) With respect to any Substitute Collateral Obligations to be conveyed to the Retention Holder Issuer by the Transferor Seller in connection with any substitution as described in this Section 2.52.3, (i) the Transferor Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Retention HolderIssuer, without recourse other than as expressly provided herein (and the Retention Holder shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder and by the Retention Holder to the Transferor on the related Settlement Date), all the right, title and interest of the Transferor in and to the Substitute Collateral Obligation and (ii) the Retention Holder hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer without recourse other than as expressly provided herein (and the Issuer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder Seller on the related Settlement Transfer Date), all the right, title and interest of the Retention Holder in and to the Substitute Collateral Obligation. (f) To the extent any cash or other property received by the Issuer from the Retention Holder in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder to the Issuer, and to the extent any cash or other property received by the Retention Holder from the Transferor in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention Holder. (gc) The Transferor and Retention Holder Seller shall execute and deliver to the Issuer and the Trustee a Subsequent Transfer Agreement an assignment agreement with respect to each Substitute Collateral Obligation sold and/or exchanged by the Seller to the Issuer in connection with a substitution and shall cooperate with the Issuer (or the Collateral Manager and on behalf of the Issuer Issuer) so that they it may satisfy their respective its obligations with respect to any substitution of Collateral Obligations Obligation pursuant to the Indenture. (h) The Transferor shall bear all transaction costs incurred in connection with a substitution of Collateral Obligations effected pursuant to this Agreement and the Indenture.

Optional Substitution of Collateral Obligations. (a) Subject to any applicable provisions of Sections 12.3 and 12.4 of the Indenture, this Section 2.5, and the Repurchase and Substitution Limit set forth in Section 7.4 of this Agreement, with respect to any Collateral Obligation as to which a Substitution Event has occurred, the Transferor may (but shall not be obligated to) either (x) convey to the Retention Holder Depositor (and cause the Retention Holder Depositor to contemporaneously convey to the Issuer) one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Retention Holder Depositor (and cause the Retention Holder Depositor to convey to the Issuer) one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof. (b) Any substitution pursuant to this Section 2.5 shall be initiated by delivery of a Notice of Substitution, as set forth in the Indenture, by the Transferor to the Trustee, the Retention HolderDepositor, the Issuer and the Collateral Manager that the Transferor intends to substitute a Collateral Obligation pursuant to this Section 2.5 and shall be completed prior to the earliest of: (x) the expiration of ninety (90) days after the delivery of such notice; (y) delivery of written notice to the Trustee from the Transferor stating that the Transferor does not intend to convey any additional Substitute Collateral Obligations through the Retention Holder Depositor to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(y) above; or (z) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment (such period described in clause (x), (y) or (z), as applicable, being the “Substitution Period”). (c) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Collateral Obligation. On the last day of any Substitution Period, any amounts previously deposited in accordance with Section 2.5(a)(y) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto shall be deemed to constitute Principal Proceeds; provided that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Proceeds and shall remain in the Principal Collection Subaccount until applied to acquire Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto. (d) The substitution of any Substitute Collateral Obligation will be subject to the satisfaction of the Substitute Collateral Obligations Qualification Conditions as of the related Cut-Off Date for each such Collateral Obligation (after giving effect to such substitution). (e) With respect to any Substitute Collateral Obligations to be conveyed to the Retention Holder Depositor by the Transferor as described in this Section 2.5, (i) the Transferor hereby sells, transfers, assigns, sets over and otherwise conveys to the Retention HolderDepositor, without recourse other than as expressly provided herein (and the Retention Holder Depositor shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder Depositor and by the Retention Holder Depositor to the Transferor on the related Settlement Cut-Off Date), all the right, title and interest of the Transferor in and to the Substitute Collateral Obligation and (ii) the Retention Holder Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer without recourse other than as expressly provided herein (and the Issuer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder Depositor on the related Settlement Cut-Off Date), all the right, title and interest of the Retention Holder Depositor in and to the Substitute Collateral Obligation. (f) To the extent any cash or other property received by the Issuer from the Retention Holder in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder to the Issuer, Depositor and to the extent any cash or other property received by the Retention Holder Depositor from the Transferor in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention HolderDepositor and from the Depositor to the Issuer. (g) The Transferor and Retention Holder Depositor shall execute and deliver to the Issuer and the Trustee a Subsequent Transfer Agreement with respect to each Substitute Collateral Obligation and shall cooperate with the Collateral Manager and the Issuer so that they may satisfy their respective obligations with respect to any substitution of Collateral Obligations pursuant to the Indenture. (h) The Transferor shall bear all transaction costs incurred in connection with a substitution of Collateral Obligations effected pursuant to this Agreement and the Indenture.

Optional Substitution of Collateral Obligations. (a) Subject to any applicable provisions of Sections 12.3 and 12.4 of the Indenture, this Section 2.5, and the Repurchase and Substitution Limit set forth in Section 7.4 of this Agreement, with respect to any Collateral Obligation as to which a Substitution Event has occurred, the Transferor may (but shall not be obligated to) either (x) convey to the Retention Holder (and cause the Retention Holder to contemporaneously convey to the Issuer) one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Retention Holder (and cause the Retention Holder to convey to the Issuer) one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof. (b) Any substitution pursuant to this Section 2.5 shall be initiated by delivery of a Notice of Substitution, as set forth in the Indenture, by the Transferor to the Trustee, the Retention Holder, the Issuer and the Collateral Manager that the Transferor intends to substitute a Collateral Obligation pursuant to this Section 2.5 and shall be completed prior to the earliest of: (x) the expiration of ninety (90) days after the delivery of such notice; (y) delivery of written notice to the Trustee from the Transferor stating that the Transferor does not intend to convey any additional Substitute Collateral Obligations through the Retention Holder to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(y) above; or (z) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment (such period described in clause (x), (y) or (z), as applicable, being the “Substitution Period”). (c) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Collateral Obligation. On the last day of any Substitution Period, any amounts previously deposited in accordance with Section 2.5(a)(y) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto shall be deemed to constitute Principal Proceeds; provided that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Proceeds and shall remain in the Principal Collection Subaccount until applied to acquire Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto. (d) The substitution of any Substitute Collateral Obligation will be subject to the satisfaction of the Substitute Collateral Obligations Qualification Conditions as of the related Cut-Off Date for each such Collateral Obligation (after giving effect to such substitution). (e) With respect to any Substitute Collateral Obligations to be conveyed to the Retention Holder by the Transferor as described in this Section 2.5, (i) the Transferor hereby sells, transfers, assigns, sets over and otherwise conveys to the Retention Holder, without recourse other than as expressly provided herein (and the Retention Holder shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder and by the Retention Holder to the Transferor on the related Settlement Date), all the right, title and interest of the Transferor in and to the Substitute Collateral Obligation and (ii) the Retention Holder hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer without recourse other than as expressly provided herein (and the Issuer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder on the related Settlement Date), all the right, title and interest of the Retention Holder in and to the Substitute Collateral Obligation. (f) To the extent any cash or other property received by the Issuer from the Retention Holder in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder to the Issuer, and to the extent any cash or other property received by the Retention Holder from the Transferor in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention Holder. (g) The Transferor and Retention Holder shall execute and deliver to the Issuer and the Trustee a Subsequent Transfer Agreement with respect to each Substitute Collateral Obligation and shall cooperate with the Collateral Manager and the Issuer so that they may satisfy their respective obligations with respect to any substitution of Collateral Obligations pursuant to the Indenture. (h) The Transferor shall bear all transaction costs incurred in connection with a substitution of Collateral Obligations effected pursuant to this Agreement and the Indenture.

Optional Substitution of Collateral Obligations. (a) Subject to any applicable provisions of Sections 12.3 and 12.4 of the Indenture, this Section 2.52.08, and the Repurchase and Substitution Limit set forth in Section 7.4 2.06 of this Agreement, with respect to any Collateral Obligation as to which a Substitution Event has occurred, the Transferor Seller may (but shall not be obligated to) either (xi) convey to the Retention Holder (and cause the Retention Holder to contemporaneously convey to the Issuer) Buyer one or more Collateral Obligations in exchange for such Collateral Obligation or (yii) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Retention Holder (and cause the Retention Holder to convey to the Issuer) Buyer one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof. (b) Any substitution pursuant to this Section 2.5 2.08 shall be initiated by delivery of a Notice of Substitution, as set forth in the Indenture, by the Transferor Seller to the Collateral Trustee, the Retention HolderLoan Agent, the Issuer Buyer and the Collateral Manager that the Transferor Seller intends to substitute a Collateral Obligation pursuant to this Section 2.5 2.08 and shall be completed prior to the earliest of: (xi) the expiration of ninety (90) days after the delivery of such notice; (y) delivery of written notice to the Trustee from the Transferor stating that the Transferor does not intend to convey any additional Substitute Collateral Obligations through the Retention Holder to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(y) above; or (zii) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment (such period described in clause (x), (yi) or (zii) of this Section 2.08(b), as applicable, being the “Substitution Period”). (c) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Transfer Deposit Amount with respect to the Collateral Obligation. On the last day of any Substitution Period, any amounts previously deposited in accordance with Section 2.5(a)(y2.08(a)(ii) above which relate to such Substitution Period that have not been applied to purchase one or more Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto shall be deemed to constitute Principal Proceeds; provided that prior to the expiration of the related Substitution Period any such amounts shall not be deemed to be Principal Proceeds and shall remain in the Principal Collection Subaccount until applied to acquire Substitute Collateral Obligations or to fund the Revolver Funding Account if necessary with respect thereto. The price paid (or deemed paid, in the case of a contemporaneous conveyance of a Substitute Collateral Obligation pursuant to Section 2.08(a)(i)) by the Buyer to the Seller for any Substitute Collateral Obligation shall be an amount equal to the Market Value thereof, as determined by the Collateral Manager in accordance with the Collateral Manager Standard (but in no event less than the fair market value thereof). To the extent any cash or other property received by the Buyer from the Seller in connection with a Substitution Event as set forth herein and in the Indenture exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Seller to the Buyer. (d) The substitution of any Substitute Collateral Obligation will be subject to the satisfaction of the Substitute Collateral Obligations Qualification Conditions as of the related Cut-Off Date for each such Collateral Obligation (after giving effect to such substitution). (e) With respect to any Substitute Collateral Obligations to be conveyed to the Retention Holder Buyer by the Transferor Seller as described in this Section 2.52.08, (i) the Transferor Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Retention HolderBuyer, without recourse other than as expressly provided herein (and the Retention Holder Buyer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer Buyer to the Retention Holder and by the Retention Holder to the Transferor Seller on the related Settlement Cut-Off Date), all the right, title and interest of the Transferor in and to the Substitute Collateral Obligation and (ii) the Retention Holder hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer without recourse other than as expressly provided herein (and the Issuer shall purchase through cash payment and/or by exchange of one or more related Collateral Obligations released by the Issuer to the Retention Holder on the related Settlement Date), all the right, title and interest of the Retention Holder Seller in and to the Substitute Collateral Obligation. (f) . To the extent any cash or other property received by the Issuer Buyer from the Retention Holder Seller in connection with a Substitution Event pursuant to this Section 2.5 as set forth herein and in the Indenture exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder Seller to the Issuer, and to the extent any cash or other property received by the Retention Holder from the Transferor in connection with a Substitution Event pursuant to this Section 2.5 exceeds the fair market value of the replaced Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention HolderBuyer. (gf) The Transferor and Retention Holder Seller shall execute and deliver to the Issuer Buyer and the Collateral Trustee a Subsequent Transfer Agreement with respect to each Substitute Collateral Obligation and shall cooperate with the Collateral Manager and the Issuer Buyer so that they may satisfy their respective obligations with respect to any substitution of Collateral Obligations pursuant to the Indenture. (hg) The Transferor Seller shall bear all transaction costs incurred in connection with a substitution of Collateral Obligations effected pursuant to this Agreement and the Indenture.