Common use of Substitution of Loans Clause in Contracts

Substitution of Loans. On any day so long as a Termination Event has not occurred (or, if a Termination Event has occurred, the Administrative Agent has consented in its sole discretion), the Borrower may, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “Substitute Loan”); provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower has recommended to the Administrative Agent (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion; (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB of such Substitute Loans shall be equal to or greater than the sum of the OLB of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vi) the inclusion of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject to the provisions of Section 2.22; (viii) each such substitution shall be subject to the applicable provisions of Section 2.24; and (ix) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, in connection with such substitution, deliver the related Required Loan Documents to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File to the Servicer.

Substitution of Loans. On any day so long as Substitution Date prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Agent), the Borrower may, subject to the conditions set forth in this Section 2.19 2.18 and subject to the other restrictions contained hereinherein (including, without limitation, the restrictions set forth in Section 2.20), replace any Transferred Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitutionSubstitution Date: (i) at least two Business Days prior to each Substitution Date, the Borrower has recommended shall have given to the Administrative Agent (with a copy to Agent, the Trustee) in writing that , the Loan Backup Servicer and each Hedge Counterparty written notice of its intent to replace one or more Transferred Loans (each such notice, a “Substitution Notice”), specifying the Substitution Date and including a list of all Transferred Loans to be replaced should be replaced on such Substitution Date (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitutionSubstitution Date; (iii) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution Substitution Date of any such Substitute Loan; (viv) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vi) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Originator’s portfolio; (vii) except in all actions or additional actions (if any) necessary to perfect the case security interest and assignment of a substitution pursuant to Section 2.19(b), such substitution shall be subject Substitute Loan and related Collateral to the provisions Borrower and the Agent shall have been taken as of Section 2.22or prior to the Substitution Date; (viii) each such substitution the Collateral Quality Test shall be subject to the applicable provisions of Section 2.24have been satisfied; and (ix) the Borrower shall deliver to the Administrative Agent and (with a copy to the Trustee Trustee) on the date of such substitution (a) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of the applicable Substitution Date and (b) a Borrowing Base Certificate (including a calculation of Borrowing Base after giving effect to such datesubstitution). In addition, the Borrower shall, shall in connection with such substitution, substitution deliver the related Required Loan Documents to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File Loan Documents and shall pay to the Lenders and each Hedge Counterparty, as applicable, all Hedge Breakage Costs, if any, incurred in connection with the substitution of such Loan pursuant to this Section 2.18 and the termination of any Hedge Transactions, in whole or in part, in connection therewith. In connection with any such substitution, the Trustee on behalf of the Secured Parties shall, automatically and without further action (unless otherwise necessary or requested by the Borrower or the Servicer), be deemed to transfer to the Borrower, free and clear of any Lien created by the Trustee on behalf of the Secured Parties, all of the right, title and interest of the Trustee on behalf of the Secured Parties in, to and under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Agent), the Borrower may, subject to the conditions set forth in this Section 2.19 2.18 and subject to the other restrictions contained herein, replace any Transferred Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower has recommended to the Administrative Agent (with a copy to the Trustee) in writing that the Transferred Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (viv) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vi) as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the 12 month period immediately preceding such date of determination; (vii) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b)the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, such substitution shall be Charged-Off Loans and Loans subject to a Warranty Event shall not exceed 10% of the provisions highest Aggregate Outstanding Loan Balance of Section 2.22any month during the 12 month period immediately preceding such date of determination; (viii) each no adverse selection procedures shall have been employed in the selection of such substitution shall be subject Substitute Loan from the Originator’s portfolio; (ix) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and related Collateral to the applicable provisions Borrower and the Agent shall have been taken as of Section 2.24or prior to the Substitution Date; (x) the Eligible Risk Rating of the Substitute Loan is equal to or better than that of the Replaced Loan; (xi) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (xii) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixxiii) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution (a) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such datedate and (b) a Borrowing Base Certificate (including a calculation of Borrowing Base after giving effect to such substitution). In addition, the Borrower shall, shall in connection with such substitution, substitution deliver the related Required Loan Documents to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File Loan Documents and shall pay to the Conduit Lender and the Hedge Counterparty, as applicable, all Breakage Costs or Hedge Breakage Costs, if any, incurred in connection with the substitution of such Loan pursuant to this Section 2.18 and the termination of any Hedge Transactions, in whole or in part, in connection therewith. In connection with any such substitution, the Trustee on behalf of the Secured Parties shall, automatically and without further action (unless otherwise necessary or requested by the Borrower or the Servicer), be deemed to transfer to the Borrower, free and clear of any Lien created by the Trustee on behalf of the Secured Parties, all of the right, title and interest of the Trustee on behalf of the Secured Parties in, to and under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the sole discretion of the Administrative Agent has consented in its sole discretionAgent), the Borrower may, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “Substitute Loan”); provided provided, that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower has recommended to the Administrative Agent (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) after giving effect to any such substitution, the Advances Outstanding do not exceed the lesser of (i) the Facility Amount and (ii) the Maximum Availability; (iv) for purposes only of substitutions pursuant to Section 2.19(b) undertaken because a Loan has become a Warranty Asset, the sum of the OLB Principal Balances of such Substitute Loans shall be equal to or greater than the sum of the OLB Principal Balances of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vi) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject to the provisions of Section 2.22; (viii) each such substitution shall be subject to the applicable provisions of Section 2.24; and (ix) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date; and (viii) each Loan that is replaced pursuant to the terms of this Section 2.19 shall be substituted only with another Loan that meets the foregoing conditions. In addition, the Borrower shall, shall in connection with such substitution, substitution deliver the related Required Loan Documents to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File to the Servicer. In connection with any such substitution, the Trustee, for the benefit of the Secured Parties, shall, automatically and without further action, be deemed to transfer to the Borrower, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Trustee, for the benefit of the Secured Parties, in, to and under such Replaced Loan, but without any other representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Agent), the Borrower may, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein, replace any Transferred Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower has recommended to the Administrative Agent (with a copy to the TrusteeCollateral Custodian) in writing that the Transferred Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vd) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vie) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viif) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b), the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the twelve (12) month period immediately preceding such substitution shall be subject to the provisions date of Section 2.22determination; (viiig) each such substitution shall be as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, Charged-Off Loans and Loans subject to a Warranty Event shall not exceed 10% of the applicable provisions highest Aggregate Outstanding Loan Balance of Section 2.24any month during the twelve (12) month period immediately preceding such date of determination; (h) the remaining maturity of the Substitute Loan is less than or equal to the remaining maturity of the Replaced Loan; (i) the Weighted Average Life of such Substitute Loan is less than or equal to that of the Replaced Loan; (j) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Originator’s portfolio; (k) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and related Collateral to the Borrower and the Agent shall have been taken as of or prior to the Substitution Date; (l) the Eligible Risk Rating of the Substitute Loan is equal to or better than the Replaced Loan; (m) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (n) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixo) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution (i) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such datedate and (ii) a Borrowing Base Certificate (including a calculation of Borrowing Base after giving effect to such substitution). In addition, the Borrower shall, shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents and shall pay to the Conduit Lender and the Hedge Counterparty, as applicable, all Breakage Costs or Hedge Breakage Costs, if any, incurred in connection with the substitution of such Loan pursuant to this Section 2.19 and the termination of any Hedge Transactions, in whole or in part, in connection therewith. In connection with any such substitution, deliver the related Required Loan Documents Agent, as agent for the Secured Parties, shall, automatically and without further action, be deemed to transfer to the Trustee in accordance with Section 3.2(c) Borrower, free and deliver clear of any Lien created by the related Servicing File Agent, all of the right, title and interest of the Agent, as agent for the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Deal Agent), the Borrower may, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein, replace any Transferred Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower has recommended to the Administrative Deal Agent (with a copy to the TrusteeCollateral Custodian) in writing that the Transferred Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vd) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vie) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viif) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b), the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the twelve (12) month period immediately preceding such substitution shall be subject to the provisions date of Section 2.22determination; (viiig) each such substitution shall be as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, Charged-Off Loans and Loans subject to a Warranty Event shall not exceed 10% of the applicable provisions highest Aggregate Outstanding Loan Balance of Section 2.24any month during the twelve (12) month period immediately preceding such date of determination; (h) the remaining maturity of the Substitute Loan is less than or equal to the remaining maturity of the Replaced Loan; (i) the weighted average life of such Substitute Loan is less than or equal to that of the Replaced Loan; (j) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Originator’s portfolio; (k) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and related Collateral to the Borrower and the Deal Agent shall have been taken as of or prior to the Substitution Date; (l) the Eligible Risk Rating of the Substitute Loan is equal to or better than the Replaced Loan; (m) the current interest rate on the Substitute Loan is not less than the current interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (n) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixo) the Borrower shall deliver to the Administrative Deal Agent and the Trustee on the date of such substitution (i) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such datedate and (ii) a Borrowing Base Certificate (including a calculation of Borrowing Base after giving effect to such substitution). In addition, the Borrower shall, shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents. In connection with any such substitution, deliver the related Required Loan Documents Deal Agent, as agent for the Secured Parties, shall, automatically and without further action, be deemed to transfer to the Trustee in accordance with Section 3.2(c) Borrower, free and deliver clear of any Lien created by the related Servicing File Deal Agent, all of the right, title and interest of the Deal Agent, as agent for the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as a Termination Event has not occurred (or, if a Termination Event has occurred, the Administrative Agent has consented in its sole discretion), the Borrower may, subject to the conditions set forth in this Section 2.19 2.18 and subject to the other restrictions contained herein, and subject to the prior written approval of the Administrative Agent (in its sole discretion), replace any Loan with one or more Eligible Loans (each, a “Substitute Loan”); provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution:substitution (as certified to the Trustee by the Borrower): (i) the Borrower has recommended to the Administrative Agent (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) after giving effect to any such substitution, the Advances Outstanding shall not exceed the Maximum Availability; (iv) the sum of the OLB Outstanding Loan Balances of such Substitute Loans shall be equal to or greater than the sum of the OLB Outstanding Loan Balances of the Replaced Loans; (ivv) after giving effect to any such substitution, the Availability is greater than or equal to $0[Reserved]; (vvi) all representations and warranties of the Borrower contained in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vivii) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viiviii) except in the case sum of a substitution (1) the Outstanding Loan Balances of all Loans that are Substitute Loans plus (2) the Outstanding Loan Balances of all Loans that have been sold pursuant to Section 2.19(bDiscretionary Sales, in each case excluding Warranty Loans, shall not exceed 20% of the Facility Amount as of the Thirteenth Amendment Effective Date for any month during the 12-month period immediately preceding such date of determination (or such lesser number of months as shall have elapsed as of such date), such substitution shall be subject to the provisions of Section 2.22; (viiiix) each the sum of the Outstanding Loan Balances of all Substitute Loans substituted for Delinquent Loans and Charged-Off Loans shall not exceed 10% of the Facility Amount as of the Thirteenth Amendment Effective Date for any month during the 12-month period immediately preceding such substitution date of determination (or such lesser number of months as shall be subject to the applicable provisions have elapsed as of Section 2.24; andsuch date); (ixx) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date; (xi) each Loan that is replaced pursuant to the terms of this Section 2.18 shall be substituted only with another Loan that meets the foregoing conditions; and (xii) No selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties was utilized by the Borrower in the selection of the Loan to be replaced or the Substitute Loan. In addition, the Borrower shall, shall in connection with such substitution, substitution deliver to the Trustee the related Required Loan Documents Documents. On the date any such substitution is completed (the “Substitution Date”), the Trustee, for the benefit of the Secured Parties, shall, automatically and without further action, release and transfer to the Trustee Borrower, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Trustee, for the benefit of the Secured Parties, in, to and under such Replaced Loan, but without any representation and warranty of any kind, express or implied. Notwithstanding any provision contained in accordance with this Section 3.2(c2.18(a) and deliver the related Servicing File to the Servicercontrary, upon receipt by the Borrower of the right, title and interest in, to and under such Replaced Loan from the Trustee, the Borrower shall not, and the Originator agrees not to cause the Borrower to, transfer any such Replaced Loan that is not a Warranty Loan to the Originator except: (i)(1) at the then-current fair market value determined by the Borrower employing a valuation procedure substantially similar to one that it would employ in a similar sale to an independent third party and substantially consistent with the value of such Replaced Loan as determined in the most recent periodic portfolio review conducted by the Borrower, but taking into account relevant market or other changes affecting the value of such Replaced Loan since such periodic portfolio review, and (2) with the consent of the independent director of the Borrower; or (ii) as a distribution to the Originator to the extent such Replaced Loan was initially contributed by the Originator to the Borrower.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the earlier to occur of the Reinvestment Period End Date or the Termination Event has occurred, Date at the sole discretion of the Administrative Agent has consented in its sole discretionAgent), the Borrower may, subject to the conditions set forth in this Section 2.19 2.17 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “Substitute Loan”); provided that that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution:substitution (as certified to the Collateral Agent by the Borrower): (i) the Borrower or Servicer has recommended to the Administrative Agent (with a copy to the TrusteeCollateral Custodian and the Collateral Agent) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion;); USActive 57833767.7 (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) after giving effect to any such substitution, no Borrowing Base Deficiency exists; (iv) solely in the case of substitutions pursuant to Section 2.17(b), the sum of the OLB Adjusted Balances of such Substitute Loans shall be equal to or greater than the sum of the OLB Adjusted Balances of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section 4.1 4.1, Section 4.2 and Section 4.2 4.3 shall be true and correct as of the date of substitution of any such Substitute Loan; (vi) the inclusion of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vii) except in the case of a substitution each Loan that is replaced pursuant to the terms of this Section 2.19(b), such substitution 2.17 shall be subject to substituted only with another Loan that meets the provisions of Section 2.22foregoing conditions; (viii) in the selection of each Replaced Loan or each Substitute Loan, no selection procedures were employed which are intended to be adverse to the interests of the Administrative Agent, the Lender Agents, the Collateral Agent or the Secured Parties; (ix) the Borrower shall agree to pay the reasonable and documented legal fees and expenses of the Administrative Agent, the Collateral Agent, each Lender Agent, the Collateral Custodian and the other Secured Parties in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan in connection with such sale, substitution or repurchase); (x) the Borrower shall be subject give five (5) Business Days’ notice of such substitution to the applicable provisions Administrative Agent; (xi) the Borrower shall notify the Administrative Agent of Section 2.24any amount to be deposited into the Collection Account in connection with any such substitution; and (ixxii) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, shall in connection with such substitution, substitution deliver to the Collateral Custodian the related Required Loan Documents Documents. On the date any such substitution is completed (the “Substitution Date”), the Collateral Agent, for the benefit of the Secured Parties, shall, automatically and without further action, release and transfer to the Trustee in accordance with Section 3.2(c) Borrower, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to the Servicer.and under such Replaced Loan, but without any representation and warranty of any kind, express or implied. USActive 57833767.7

Substitution of Loans. On any day so long as a Termination (a) Provided no Rapid Amortization Event or Event of Default has not occurred (or, if a Termination Event has occurredand is continuing, the Administrative Agent has consented in its sole discretion), the Borrower Transferor may, subject at its option, transfer to the conditions set forth in this Section 2.19 and subject Issuer on or prior to the other restrictions contained hereineighth day of a month, replace any Loan with pursuant to an assignment, substantially in the form attached hereto as Exhibit A-3 (each, a “Substitution Assignment”) one or more Eligible Equipment Loans (each, a “Substitute Loan”) for any Loan that became subject to a Warranty Event (each such replaced Loan, a “Predecessor Loan”); provided that no such replacement shall occur unless each , together with all right, title and interest of the following conditions is satisfied as of the date of such replacement Transferor in, to and substitutionunder: (i) all documents and instruments evidencing or governing the Borrower has recommended Substitute Loans and all Loan Files relating thereto, identified in the schedule to the Administrative Agent Substitution Assignment and all monies paid or payable thereon (with a copy to including Liquidation Proceeds) on or after or due and payable, but in each case not paid, as of the Trustee) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretionSubstitution Cutoff Date; (ii) each the Equipment, including, without limitation, all security interests therein, granted by Obligors pursuant to such Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitutionLoans and any other collateral securing such Substitute Loans; (iii) the sum of the OLB of any Insurance Policies, and proceeds thereof, and rights and benefits thereunder, with respect to such Equipment and any other collateral securing such Substitute Loans shall be equal to or greater than the sum of the OLB of the Replaced Loans; (iv) after giving effect with respect to such Substitute Loans, any such substitutionGuaranties, the Availability is greater than or equal to $0and proceeds thereof, and all rights and benefits thereunder; (v) all representations and warranties of funds on deposit from time to time in the Borrower contained Loan Lockbox or in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any Loan Lockbox Account with respect to such Substitute LoanLoans and all proceeds thereof; (vi) the inclusion Purchase Agreement, and the other Basic Documents (other than the Trust Agreement, the Trust Certificate, the Certificates and the documents and certificates executed in connection with the foregoing) relating to such Loan, including the right of any the Transferor to cause ALS to perform its obligations thereunder (including the obligation to repurchase such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur;Loans under certain circumstances); and (vii) except any Proceeds of the property described in clauses (i) through (vi) above. The sum of the Loan Balances, measured as of the Substitution Cutoff Date, of the Substitute Loans to be transferred to the Issuer on any Substitution Date shall not be less than the sum of the Loan Balances, or more than 110%, of the sum of the Loan Balance of the Predecessor Loans, in each case measured as of the Substitution Cutoff Date. Any such Substitute Loan shall also bear interest at the same or higher rate of interest as the Predecessor Loan and shall also have a final maturity date that is not later than six months prior to the Final Scheduled Distribution Date. (b) Each Substitute Loan shall be an Eligible Equipment Loan as of the close of business on the last day of the month preceding the Substitution Date (the “Substitution Cutoff Date”), and no Substitute Loan shall have previously been a Substitute Loan. Loans may not be substituted for Warranty Loans if and to the extent (i) from the Closing Date, the sum of the Loan Balances (measured as of the related Substitution Cutoff Date) of all Substitute Loans (including the Eligible Equipment Loans to be substituted on such date) exceeds an amount equal to 5% of the sum of the Loan Balances of all Loans transferred by the Transferor to the Trust on or after the Closing Date, or (ii) after giving effect to the addition of the Substitute Loans to be added on such date, the Equipment Loan Borrowing Base would be less than the Aggregate Equipment Loan Note Principal Balance. (c) Upon the replacement of a Loan and collateral as described above, the interest of the Trustees and the Noteholders in such Predecessor Loan and related collateral shall be terminated and such Predecessor Loan and collateral shall be released to the Transferor. (d) Any substitution of a Loan pursuant to Section 2.19(b), such substitution this Agreement shall be subject effected by (i) delivery to the provisions Custodian on behalf of Section 2.22; (viii) the Indenture Trustee of the Collateral Documents for each such substitution shall be subject Substitute Loan on or prior to the applicable provisions of Section 2.24; and (ix) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, in connection with such substitution, deliver the related Required Loan Documents to the Trustee Substitution Date in accordance with Section 3.2(c2.03, (ii) filing of any UCC financing statements necessary to perfect the interest of the Indenture Trustee in the Substitute Loans, (iii) delivery to the Indenture Trustee of a list of Substitute Loans reflecting such substitution, and deliver (iv) execution of and delivery of the related Servicing File to the ServicerAssignments.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the earlier to occur of the Reinvestment Period End Date or the Termination Event has occurred, Date at the sole discretion of the Administrative Agent has consented in its sole discretionAgent), the Borrower may, subject to the conditions set forth in this Section 2.19 2.17 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “Substitute Loan”); provided that that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution:substitution (as certified to the Collateral Agent by the Borrower): (i) the Borrower or Servicer has recommended to the Administrative Agent (with a copy to the TrusteeCollateral Custodian and the Collateral Agent) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) after giving effect to any such substitution, no Borrowing Base Deficiency exists; (iv) solely in the case of substitutions pursuant to Section 2.17(b), the sum of the OLB Adjusted Balances of such Substitute Loans shall be equal to or greater than the sum of the OLB Adjusted Balances of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section 4.1 4.1, Section 4.2 and Section 4.2 4.3 shall be true and correct as of the date of substitution of any such Substitute Loan; (vi) the inclusion of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vii) except in the case of a substitution each Loan that is replaced pursuant to the terms of this Section 2.19(b), such substitution 2.17 shall be subject to substituted only with another Loan that meets the provisions of Section 2.22foregoing conditions; (viii) in the selection of each Replaced Loan or each Substitute Loan, no selection procedures were employed which are intended to be adverse to the interests of the Administrative Agent, the Lender Agents, the Collateral Agent or the Secured Parties; (ix) the Borrower shall agree to pay the reasonable and documented legal fees and expenses of the Administrative Agent, the Collateral Agent, each Lender Agent, the Collateral Custodian and the other Secured Parties in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan in connection with such sale, substitution or repurchase); (x) the Borrower shall be subject give five (5) Business Days’ notice of such substitution to the applicable provisions Administrative Agent; (xi) the Borrower shall notify the Administrative Agent of Section 2.24any amount to be deposited into the Collection Account in connection with any such substitution; and (ixxii) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, shall in connection with such substitution, substitution deliver to the Collateral Custodian the related Required Loan Documents Documents. On the date any such substitution is completed (the “Substitution Date”), the Collateral Agent, for the benefit of the Secured Parties, shall, automatically and without further action, release and transfer to the Trustee in accordance with Section 3.2(c) Borrower, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the earlier to occur of the Reinvestment Period End Date or the Termination Event has occurred, Date at the sole discretion of the Administrative Agent has consented in its sole discretionAgent), the Borrower may, subject to the conditions set forth in this Section 2.19 2.16 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “"Substitute Loan”"); provided that that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution:substitution (as certified to the Collateral Agent by the Borrower): (i) the Borrower or Collateral Manager has recommended to the Administrative Agent (with a copy to the TrusteeCollateral Custodian and the Collateral Agent) in writing that the Loan to be replaced should be replaced (each a “"Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion"); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB of such Substitute Loans shall be equal to or greater than the sum of the OLB of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (iv) solely in the case of substitutions pursuant to Section 2.16(b), the sum of the Adjusted Borrowing Values of such Substitute Loans shall be equal to or greater than the sum of the Adjusted Borrowing Values of the Replaced Loans; (v) solely in the case of substitutions pursuant to Section 2.16(b), such Substitute Loans, at the time of substitution by the Borrower, shall not cause the Weighted Average Life of the Loans included in the Borrowing Base to increase by more than 0.25 years; (vi) all representations and warranties of the Borrower contained in Section 4.1 4.1, Section 4.2 and Section 4.2 4.3 shall be true and correct in all material respects as of the date of substitution of any such Substitute LoanLoan (other than any such representation or warranty that is qualified by "material," "materially," "Material Adverse Effect," or a similar term or phrase, in which case, such representation or warranty shall be true and correct (as so qualified)); (vivii) the inclusion of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viiviii) except commencing on the Third Amendment Closing Date, the sum of the OLB of the Loan(s) which are the subject of the proposed substitution on the Substitution Date, together with the sum of the OLB of the Loan(s) substituted and the Loan(s) sold in Discretionary Sales to an Affiliate (other than, for the avoidance of doubt, any Loans sold via participation pursuant to the Master Participation Agreement) in the case preceding 12 month period (or such lesser number of months as shall have elapsed as of such date), shall not exceed 25% of the Facility Amount; provided that the OLB of any Loan with an Assigned Value equal to zero at the time it is subject to a substitution pursuant to Section 2.19(b), shall not be included for purposes of such substitution shall be subject to the provisions of Section 2.22calculation; (viiiix) each Loan that is replaced pursuant to the terms of this Section 2.16 shall be substituted only with another Loan that meets the foregoing conditions; (x) in the selection of each Replaced Loan or each Substitute Loan, no selection procedures were employed which are intended to be adverse to the interests of the Secured Parties; (xi) the Borrower shall agree to pay the reasonable legal fees and expenses of the Secured Parties in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan in connection with such sale, substitution or repurchase); (xii) the Borrower shall give two (2) Business Days' notice of such substitution; (xiii) the Borrower shall notify the Administrative Agent of any amount to be subject to deposited into the applicable provisions of Section 2.24Collection Account in connection with any such substitution; and (ixxiv) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct conditions have been satisfied in all material respects as of such datedate (other than any such condition that is qualified by "material," "materially," "Material Adverse Effect," or a similar term or phrase, in which case, such condition shall be satisfied in all respects (as so qualified)). In addition, the Borrower shall, shall in connection with such substitution, substitution deliver to the Collateral Custodian the related Required Loan Documents Documents. On the date any such substitution is completed (the "Substitution Date"), the Collateral Agent, for the benefit of the Secured Parties, shall, automatically and without further action, release and transfer to the Trustee in accordance with Section 3.2(c) Borrower, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the sole discretion of the Administrative Agent has consented in its sole discretionAgent), the Borrower may, subject to the conditions set forth in this Section 2.19 2.18 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “Substitute Loan”); provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower has recommended to the Administrative Agent (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced because it is a Warranty Loan (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB of such Substitute Loans shall be equal to or greater than the sum of the OLB of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (iv) solely in the case of substitutions pursuant to Section 2.18(b), the sum of the Outstanding Loan Balances of such Substitute Loans shall be equal to or greater than the sum of the Outstanding Loan Balances of the Replaced Loans; (v) solely in the case of substitutions pursuant to Section 2.18(b), such Substitute Loans, at the time of substitution by the Borrower, shall not cause the Weighted Average Life of the Loans included in the Borrowing Base to increase by more than .25 years; (vi) all representations and warranties of the Borrower contained in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vivii) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viiviii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject to the provisions of Section 2.22[Reserved]; (viiiix) each such substitution shall be subject to the applicable provisions of Section 2.24; and[Reserved]; (ixx) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. ; (xi) each Loan that is replaced pursuant to the terms of this Section 2.18 shall be substituted only with another Loan that meets the foregoing conditions; and (xii) No selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties was utilized by the Borrower in the selection of the Loan to be replaced or the Substitute Loan, In addition, the Borrower shall, shall in connection with such substitution, substitution deliver to the Trustee the related Required Loan Documents Documents. On the date any such substitution is completed, the Trustee, for the benefit of the Secured Parties, shall, automatically and without further action, release and transfer to the Trustee in accordance with Section 3.2(c) Borrower, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Trustee, for the benefit of the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as a Termination Event has (a) The Seller shall have the right, but not occurred (or, if a Termination Event has occurred, the Administrative Agent has consented in its sole discretion), the Borrower mayobligation, subject to the conditions set forth prior written consent of the Administrative Agent and the Purchaser, in this Section 2.19 and subject their sole discretion, to the other restrictions contained herein, replace any Loan with substitute one or more Eligible Loans (each“Substitute Eligible Loan”) for a Loan (each such act, a “Substitute LoanSubstitution”); provided that no such replacement . (b) The Substitution shall not occur unless each of the following conditions is are satisfied as of the date of such replacement and substitutionSubstitution: (i) the Borrower Seller has recommended to the Purchaser and the Administrative Agent (with a copy to the TrusteeCollateral Agent and the Collateral Custodian) in writing that the Loan to be replaced should be replaced (each each, a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) no event has occurred, or would result from such Substitution, which constitutes a Seller Termination Event and no event has occurred and is continuing, or would result from such Substitution, which upon the passage of time would constitute a Seller Termination Event or a Borrowing Base Deficiency; (iii) each Substitute Eligible Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitutionSubstitution; (iiiiv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the OLB Adjusted Borrowing Value of such Substitute Eligible Loans shall be equal to or greater than the sum of the OLB Adjusted Borrowing Value of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct in all respects as of the date of substitution Substitution (other than any representation and warranty that is made as of any such Substitute Loana specific date); (vi) no selection procedures which are intended to be adverse to the inclusion interests of any such the Purchaser, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the other Secured Parties were utilized by the Seller in the selection of the Loan to be replaced by the Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occurEligible Loan; (vii) except the aggregate Outstanding Balance of all Loans subject to a Value Adjustment Event described in the case of a substitution pursuant to Section 2.19(bclauses (c), such substitution shall be subject (e) or (g) of the definition thereof which are included in a Lien Release Dividend or sold by the Purchaser to the provisions Seller in connection with a Substitution or a Discretionary Sale, in each case during the 12-month period immediately preceding the proposed Lien Release Dividend, Substitution or Discretionary Sale, shall not exceed 10% of Section 2.22the highest aggregate Outstanding Balance of the Collateral Portfolio during any month of such 12-month period; (viii) each such substitution Loan that is replaced pursuant to the terms of this Section 6.2 shall be subject to substituted only with another Eligible Loan that meets the applicable provisions of Section 2.24; andforegoing conditions; (ix) the Borrower Seller shall have given one Business Day notice of such Substitution; (x) all terms, provisions, representations, warranties and covenants hereunder with respect to Loans that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loans; and (xi) the Seller shall deliver to the Administrative Agent and the Trustee Purchaser on the date of such substitution Substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. . (c) In addition, the Borrower shall, in connection with such substitutionSubstitution, the Seller shall deliver or cause to be delivered to the Collateral Custodian the related Required Loan Documents Documents. On the date any such Substitution is completed, the Purchaser shall, automatically and without further action, release and shall transfer to the Trustee in accordance with Section 3.2(c) Seller, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Purchaser in, to and under such Replaced Loan, and the ServicerPurchaser shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if and after a Termination Event has occurredEvent, at the discretion of the Administrative Agent has consented in its sole discretionwith the consent of the Purchaser Agents), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 2.16 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “Substitute Loan”); provided that provided, that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) after giving effect to any such substitution, the Advances Outstanding do not exceed the lesser of (i) the Facility Amount and (ii) the Maximum Availability; (d) for purposes only of substitutions pursuant to Section 4.6 undertaken because a Loan is a Warranty Loan, the sum of the OLB Outstanding Loan Balances of such Substitute Loans shall be equal to or greater than the sum of the OLB Outstanding Loan Balances of the Replaced Loans; (ive) after giving effect for purposes only of substitutions pursuant to any Section 4.6 undertaken because a Loan is a Warranty Loan, such substitutionSubstitute Loans, at the Availability is time of substitution by the Seller, shall have no greater weighted average life than or equal to $0the Replaced Loan; (vf) all representations and warranties of the Borrower Seller contained in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vig) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viih) except in the case sum of a substitution pursuant the Outstanding Loan Balances of all Substitute Loans substituted during any 12 month period (ending on the last day of the most recently ended calendar month prior to Section 2.19(b), such substitution shall be subject to date) does not exceed 20% of the provisions of Section 2.22highest Aggregate Outstanding Loan Balance over such 12 month period; (viiii) each the sum of the Outstanding Loan Balances of all Substitute Loans substituted during any 12 month period (ending on the last day of the most recently ended calendar month prior to such substitution date) for Delinquent Loans, Charged-Off Loans, Modified Loans and Warranty Loans shall be subject to not exceed 10% of the applicable provisions of Section 2.24; andhighest Aggregate Outstanding Loan Balance over such 12 month period ; (ixj) the Borrower Seller shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date; and (k) no selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties was utilized by the Seller in the selection of the Loan to be replaced or the Substitute Loan; it being understood that selection procedures used by the Seller for the inclusion of Loans in one or more of its various securitizations or other financing facilities and which are solely intended to obtain the most beneficial advance rates thereunder and/or otherwise maximize the efficiency of such facilities, shall not be deemed to be adverse procedures for purposes of this paragraph. In addition, the Borrower shall, Seller shall in connection with such substitution, substitution deliver to the Trustee the related Required Loan Documents Documents. On the date any such substitution is completed, pursuant to Section 9.2, the Trustee, for the benefit of the Secured Parties, shall, automatically and without further action, release and shall transfer to the Trustee in accordance Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Trustee, for the benefit of the Secured Parties, in, to and under such Replaced Loan, including all future monies due or become due with Section 3.2(c) respect thereto, the Related Security, all proceeds of such Replaced Loan, Recoveries and deliver Insurance Proceeds relating thereto, all rights and security for such Replaced Loan, and all Proceeds and products of the related Servicing File to the Servicerforegoing, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as a Termination Event has (a) The Seller shall have the right, but not occurred (or, if a Termination Event has occurred, the Administrative Agent has consented in its sole discretion), the Borrower mayobligation, subject to the conditions set forth prior written consent of the Administrative Agent and the Purchaser, in this Section 2.19 and subject their sole discretion, to the other restrictions contained herein, replace any Loan with substitute one or more Eligible Loans (each“Substitute Eligible Loan”) for a Loan (each such act, a “Substitute LoanSubstitution”); provided that no such replacement . (b) The Substitution shall not occur unless each of the following conditions is are satisfied as of the date of such replacement and substitutionSubstitution: (i) the Borrower Seller has recommended to the Purchaser and the Administrative Agent (with a copy to the TrusteeCollateral Agent and the Collateral Custodian) in writing that the Loan to be replaced should be replaced (each each, a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) no event has occurred, or would result from such Substitution, which constitutes a Seller Termination Event and no event has occurred and is continuing, or would result from such Substitution, which upon the passage of time would constitute a Seller Termination Event or a Borrowing Base Deficiency; (iii) each Substitute Eligible Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitutionSubstitution; (iiiiv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the OLB Adjusted Borrowing Value of such Substitute Eligible Loans shall be equal to or greater than the sum of the OLB Adjusted Borrowing Value of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct in all respects as of the date of substitution Substitution (other than any representation and warranty that is made as of any such Substitute Loana specific date); (vi) no selection procedures which are intended to be adverse to the inclusion interests of any such the Purchaser, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the other Secured Parties were utilized by the Seller in the selection of the Loan to be replaced by the Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occurEligible Loan; (vii) except the aggregate Outstanding Balance of all Loans which are sold by the Purchaser to the Seller in connection with a Substitution or a Discretionary Sale or included in a Lien Release Dividend shall not exceed 20% of the case aggregate Outstanding Balance of a substitution all Loans conveyed by the Seller to the Purchaser pursuant to Section 2.19(bthis Agreement through such date (the Outstanding Balance of each such Loan, for purposes of this proviso, being that on the date of conveyance hereunder), exclusive of (i) Loans sold to the Seller or conveyed pursuant to a Substitution, in each case only if such substitution shall be sale or conveyance is required under Section 6.1 and (ii) Required Sale Assets sold to the Seller for purposes of compliance with Section 2.07(g) of the Loan and Servicing Agreement; provided the aggregate Outstanding Balance of all Loans subject to a Value Adjustment Event which are included in a Lien Release Dividend or sold by the provisions Purchaser to the Seller in connection with a Substitution or a Discretionary Sale shall not exceed 10% of the aggregate Outstanding Balance of all Loans conveyed by the Seller to the Purchaser pursuant to this Agreement through such date (the Outstanding Balance of each such Loan, for purposes of this proviso, being that on the date of conveyance hereunder), exclusive of (i) Loans sold to the Seller or conveyed pursuant to a Substitution, in each case only if such sale or conveyance is required under Section 2.226.1 and (ii) Required Sale Assets sold to the Seller for purposes of compliance with Section 2.07(g) of the Loan and Servicing Agreement; (viii) each such substitution Loan that is replaced pursuant to the terms of this Section 6.2 shall be subject to substituted only with another Eligible Loan that meets the applicable provisions of Section 2.24; andforegoing conditions; (ix) the Borrower Seller shall have given one (1) Business Day notice of such Substitution; (x) all terms, provisions, representations, warranties and covenants hereunder with respect to Loans that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loans; and (xi) the Seller shall deliver to the Administrative Agent and the Trustee Purchaser on the date of such substitution Substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. . (c) In addition, the Borrower shall, in connection with such substitutionSubstitution, the Seller shall deliver or cause to be delivered to the Collateral Custodian the related Required Loan Documents Documents. On the date any such Substitution is completed, the Purchaser shall, automatically and without further action, release and shall transfer to the Trustee in accordance with Section 3.2(c) Seller, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Purchaser in, to and under such Replaced Loan, and the ServicerPurchaser shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied.

Substitution of Loans. (a) On any day so long as a Substitution Date prior to the occurrence of an Event of Default (and after the Commitment Termination Event has not occurred (or, if a Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Deal Agent), the Borrower Issuer may, subject to the conditions set forth in this Section 2.19 2.09 and subject to the other restrictions contained hereinherein (including, without limitation, the restrictions set forth in Section 2.10), replace any Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitutionSubstitution Date: (iA) at least one Business Day prior to each Substitution Date, the Borrower has recommended Issuer shall have given to the Administrative Agent Deal Agent, the Indenture Trustee, each Noteholder and each Hedge Counterparty written notice of its intent to replace one or more Loans (with each such notice, a copy to “Substitution Notice”), specifying the Trustee) in writing that the Loan Substitution Date and including a list of all Loans to be replaced should be replaced on such Substitution Date (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iiB) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitutionSubstitution Date; (iiiC) the sum of the OLB Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vD) all representations and warranties of the Borrower contained in Section 4.1 Sections 3.01, 3.02, 3.03 and Section 4.2 3.04 shall be true and correct in all material respects (except those representations and warranties qualified by materiality or by reference to a material adverse effect, which shall be true and correct in all respects) as of the date of substitution Substitution Date of any such Substitute Loan, except to the extent they relate to a prior date; (viE) the inclusion substitution of any such Substitute Loan does not cause a Termination an Event of Default or Unmatured Termination Event Default to occur; (viiF) except in all actions or additional actions (if any) necessary to perfect the case security interest and assignment of a substitution pursuant to Section 2.19(b), such substitution shall be subject Substitute Loan and related Underlying Collateral to the provisions Issuer and the Deal Agent shall have been taken as of Section 2.22or prior to the Substitution Date; (viiiG) each such substitution the Weighted Average Spread Test shall be subject have been satisfied; (H) the Issuer shall have delivered to the applicable provisions of Section 2.24; and Deal Agent (ix) the Borrower shall deliver with a copy to the Administrative Agent and the Trustee Indenture Trustee) on the date of such substitution (a) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of the applicable Substitution Date and (b) a completed Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such date. substitution); and (I) at any time after the Rule 3a-7 Compliance Date, the Servicer shall deliver to the Deal Agent (with a copy to the Indenture Trustee) on the date of such substitution a Portfolio Acquisition and Disposition Requirements Certificate certifying that the Portfolio Acquisition and Disposition Requirements are satisfied with respect to such substitution. (b) In addition, the Borrower shall, Issuer shall in connection with such substitution deliver to the Indenture Trustee the related Loan Files and shall pay to each Hedge Counterparty all Hedge Breakage Costs, if any, incurred in connection with the substitution of such Loan pursuant to this Section 2.09 and the termination of any Hedge Transactions, in whole or in part, in connection therewith. In connection with any such substitution, deliver the related Required Loan Documents Indenture Trustee on behalf of the Secured Parties shall, automatically and without further action (unless otherwise necessary or requested by the Issuer or the Servicer), be deemed to transfer to the Issuer, free and clear of any Lien created by the Indenture Trustee in accordance with Section 3.2(c) on behalf of the Secured Parties, all of the right, title and deliver interest of the related Servicing File Indenture Trustee on behalf of the Secured Parties in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as a Termination Event has (a) The Seller shall have the right, but not occurred (or, if a Termination Event has occurred, the Administrative Agent has consented in its sole discretion), the Borrower mayobligation, subject to the conditions set forth prior written consent of the Administrative Agent and the Purchaser, in this Section 2.19 and subject their sole discretion, to the other restrictions contained herein, replace any Loan with substitute one or more Eligible Loans (each“Substitute Eligible Loan”) for a Loan (each such act, a “Substitute LoanSubstitution”); provided that no such replacement . (b) The Substitution shall not occur unless each of the following conditions is are satisfied as of the date of such replacement and substitutionSubstitution: (i) the Borrower Seller has recommended to the Purchaser and the Administrative Agent (with a copy to the TrusteeCollateral Agent and the Collateral Custodian) in writing that the Loan to be replaced should be replaced (each each, a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) no event has occurred, or would result from such Substitution, which constitutes a Seller Termination Event and no event has occurred and is continuing, or would result from such Substitution, which upon the passage of time would constitute a Seller Termination Event or a Borrowing Base Deficiency; (iii) each Substitute Eligible Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitutionSubstitution; (iiiiv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the OLB Adjusted Borrowing Value of such Substitute Eligible Loans shall be equal to or greater than the sum of the OLB Adjusted Borrowing Value of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct in all respects as of the date of substitution Substitution (other than any representation and warranty that is made as of any such Substitute Loana specific date); (vi) no selection procedures which are intended to be adverse to the inclusion interests of any such the Purchaser, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the other Secured Parties were utilized by the Seller in the selection of the Loan to be replaced by the Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occurEligible Loan; (vii) except the aggregate Outstanding Balance of all Loans subject to a Value Adjustment Event described in the case of a substitution pursuant to Section 2.19(bclauses (a), such substitution shall be subject (b) or (h) of the definition thereof which are included in a Lien Release Dividend or sold by the Purchaser to the provisions Seller in connection with a Substitution or a Discretionary Sale, in each case during the 12-month period immediately preceding the proposed Lien Release Dividend, Substitution or Discretionary Sale, shall not exceed 10% of Section 2.22the highest aggregate Outstanding Balance of the Collateral Portfolio during any month of such 12-month period; (viii) each such substitution Loan that is replaced pursuant to the terms of this Section 6.2 shall be subject to substituted only with another Eligible Loan that meets the applicable provisions of Section 2.24; andforegoing conditions; (ix) the Borrower Seller shall have given one (1) Business Day notice of such Substitution; (x) all terms, provisions, representations, warranties and covenants hereunder with respect to Loans that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loans; and (xi) the Seller shall deliver to the Administrative Agent and the Trustee Purchaser on the date of such substitution Substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. . (c) In addition, the Borrower shall, in connection with such substitutionSubstitution, the Seller shall deliver or cause to be delivered to the Collateral Custodian the related Required Loan Documents Documents. On the date any such Substitution is completed, the Purchaser shall, automatically and without further action, release and shall transfer to the Trustee in accordance with Section 3.2(c) Seller, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Purchaser in, to and under such Replaced Loan, and the ServicerPurchaser shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the discretion of the Administrative Agent has consented in its sole discretionwith the consent of the Purchaser Agents), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 2.16 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “Substitute Loan”); provided that provided, that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent (with a copy to the TrusteeCollateral Custodian) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) after giving effect to any such substitution, the Advances Outstanding do not exceed the lesser of (i) the sum Facility Amount and (ii) the Maximum Availability; (d) for purposes only of substitutions pursuant to Section 4.6 undertaken because a Loan has become a Warranty Loan, the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balances of the Replaced Loans; (ive) after giving effect for purposes only of substitutions pursuant to any Section 4.6 undertaken because a Loan has become a Warranty Loan, such substitutionSubstitute Loans, at the Availability is time of substitution by the Seller, shall have no greater weighted average life than or equal to $0the Replaced Loan; (vf) all representations and warranties of the Borrower Seller contained in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vig) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viih) except in the case sum of a substitution pursuant the Outstanding Loan Balance of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance over the twelve-month period ending on the last day of the most recently ended calendar month prior to Section 2.19(b), such substitution shall be subject to the provisions of Section 2.22date; (viiii) each such substitution the sum of the Outstanding Loan Balance of all Substitute Loans substituted for Delinquent Loans, Charged-Off Loans and Warranty Loans shall be subject to not exceed 10% of the applicable provisions of Section 2.24Facility Amount, calculated on an annualized basis commencing with the Closing Date; and (ixj) the Borrower Seller shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, Seller shall in connection with such substitution, substitution deliver to the Collateral Custodian the related Required Loan Documents Documents. In connection with any such substitution, the Administrative Agent, as agent for the Secured Parties, shall, automatically and without further action, be deemed to transfer to the Trustee in accordance with Section 3.2(c) Seller, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Administrative Agent, as agent for the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Required Lenders), the Borrower may, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein, replace any Transferred Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower has recommended to the Administrative Deal Agent (with a copy to the TrusteeCollateral Custodian) in writing that the Transferred Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (viv) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vi) as of anythe date of determinationsubstitution, the sum of the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the 12 month period immediately preceding such date of determinationsubstitution; provided, that, such sum shall be deemed to be equal to 0% as of the Sixth Amendment Effective Date; (vii) except in as of anythe date of determinationsubstitution, the case sum of the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, Charged-Off Loans and Loans subject to a substitution pursuant to Section 2.19(b)Warranty Event shall not exceed 10% of the highest Aggregate Outstanding Loan Balance of any month during the 12 month period immediately preceding such date of determinationsubstitution; provided, that, such substitution sum shall be subject deemed to be equal to 0% as of the provisions of Section 2.22Sixth Amendment Effective Date; (viii) each [reserved];Reserved]; (ix) as of the date of substitution, the Weighted Average Life of all Loans included in the Collateral (weighted by Outstanding Loan Balances (excluding ACAS Business Loan Trust Securities)(after giving effect to the inclusion of such substitution Substitute Loan) does not increase by more than 0.25exceed seven years; (x) no adverse selection procedures shall be have been employed in the selection of such Substitute Loan from the Originator’s portfolio; (xi) all actions or additional actions (if any) necessary to (a) with respect to Substitute Loans denominated in Dollars, perfect the security interest and assignment of such Substitute Loan and related Collateral to the Borrower and the Deal Agent and (b) with respect to Substitute Loans denominated in an Alternative Currency, grant a valid and effective security interest in such Substitute Loan and related Collateral (subject to any filing, registration or notarization (including registration of a debenture necessary to perfect such security interest and make such security interest enforceable and effective)) and assignment of such Substitute Loan and related Collateral to the applicable provisions Borrower and the Deal Agent, shall have been taken as of Section 2.24or prior to the Substitution Date; (xii) the Eligible Risk Rating of the Obligor relating to the Substitute Loan is equal to or better than that of the Obligor relating to the Replaced Loan; (xiii) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (xiv) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixxv) the Borrower shall deliver to the Administrative Deal Agent and the Trustee on the date of such substitution (i) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such datedate and (ii) a Borrowing Base Certificate (including a calculation of Borrowing Base after giving effect to such substitution). In addition, the Borrower shall, shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents and shall pay to the Deal Agent, for the account of each Conduit Lender, each Institutional Lender and each Hedge Counterparty, as applicable, all Breakage Costs or Hedge Breakage Costs, if any, incurred in connection with the substitution of such Loan pursuant to this Section 2.19 and the termination of any Hedge Transactions, in whole or in part, in connection therewith. In connection with any such substitution, deliver the related Required Loan Documents Deal Agent, as agent for the Secured Parties, shall, automatically and without further action (unless otherwise necessary or requested by the Borrower or the Servicer), be deemed to transfer to the Trustee in accordance with Section 3.2(c) Borrower, free and deliver clear of any Lien created by the related Servicing File Deal Agent, all of the right, title and interest of the Deal Agent, as agent for the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as a Termination Event has (a) The Seller shall have the right, but not occurred (or, if a Termination Event has occurred, the Administrative Agent has consented in its sole discretion), the Borrower mayobligation, subject to the conditions set forth prior written consent of the Administrative Agent and the Purchaser, in this Section 2.19 and subject their sole discretion, to the other restrictions contained herein, replace any Loan with substitute one or more Eligible Loans (each“Substitute Eligible Loan”) for a Loan (each such act, a “Substitute LoanSubstitution”); provided that no such replacement . (b) The Substitution shall not occur unless each of the following conditions is are satisfied as of the date of such replacement and substitutionSubstitution: (i) the Borrower Seller has recommended to the Purchaser and the Administrative Agent (with a copy to the TrusteeCollateral Agent and the Collateral Custodian) in writing that the Loan to be replaced should be replaced (each each, a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) no event has occurred, or would result from such Substitution, which constitutes a Seller Termination Event and no event has occurred and is continuing, or would result from such Substitution, which upon the passage of time would constitute a Seller Termination Event or a Borrowing Base Deficiency; (iii) each Substitute Eligible Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitutionSubstitution; (iiiiv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the OLB Adjusted Borrowing Value of such Substitute Eligible Loans shall be equal to or greater than the sum of the OLB Adjusted Borrowing Value of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct in all respects as of the date of substitution Substitution (other than any representation and warranty that is made as of any such Substitute Loana specific date); (vi) no selection procedures which are intended to be adverse to the inclusion interests of any such the Purchaser, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the other Secured Parties were utilized by the Seller in the selection of the Loan to be replaced by the Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occurEligible Loan; (vii) except the aggregate Outstanding Balance of all Loans subject to a Value Adjustment Event described in the case of a substitution pursuant to Section 2.19(bclauses (d), such substitution shall be subject (f) or (h) of the definition thereof which are included in a Lien Release Dividend or sold by the Purchaser to the provisions Seller in connection with a Substitution or a Discretionary Sale, in each case during the 12-month period immediately preceding the proposed Lien Release Dividend, Substitution or Discretionary Sale, shall not exceed 10% of Section 2.22the highest aggregate Outstanding Balance of the Collateral Portfolio during any month of such 12-month period; (viii) each such substitution Loan that is replaced pursuant to the terms of this Section 6.2 shall be subject to substituted only with another Eligible Loan that meets the applicable provisions of Section 2.24; andforegoing conditions; (ix) the Borrower Seller shall have given one (1) Business Day notice of such Substitution; (x) all terms, provisions, representations, warranties and covenants hereunder with respect to Loans that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loans; and (xi) the Seller shall deliver to the Administrative Agent and the Trustee Purchaser on the date of such substitution Substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. . (c) In addition, the Borrower shall, in connection with such substitutionSubstitution, the Seller shall deliver or cause to be delivered to the Collateral Custodian the related Required Loan Documents Documents. On the date any such Substitution is completed, the Purchaser shall, automatically and without further action, release and shall transfer to the Trustee in accordance with Section 3.2(c) Seller, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Purchaser in, to and under such Replaced Loan, and the ServicerPurchaser shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Buyer), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 7.2 and subject to the other restrictions contained herein, replace any Loan included in the Purchased Assets with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent Buyer (with a copy to the TrusteeAgent and the Collateral Custodian) in writing that the Loan included in the Purchased Assets to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vd) all representations and warranties of the Borrower Seller contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vie) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viif) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b), the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the twelve (12) month period immediately preceding such substitution shall be subject to the provisions date of Section 2.22determination; (viiig) each such substitution shall be as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, Charged-Off Loans and Loans subject to a Warranty Event shall not exceed 10% of the applicable provisions highest Aggregate Outstanding Loan Balance of Section 2.24any month during the twelve (12) month period immediately preceding such date of determination; (h) the remaining maturity of the Substitute Loan is less than or equal to the remaining maturity of the Replaced Loan; (i) the Weighted Average Life of such Substitute Loan is less than or equal to that of the Replaced Loan; (j) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Seller’s portfolio; (k) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and related Collateral to the Buyer shall have been taken as of or prior to the Substitution Date; (l) the Eligible Risk Rating of the Substitute Loan is equal to or higher than the Replaced Loan; (m) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (n) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixo) the Borrower Seller shall deliver to the Administrative Agent and the Trustee Buyer on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, Seller shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents. In connection with any such substitution, deliver the related Required Loan Documents Buyer, shall, automatically and without further action, be deemed to transfer to the Trustee Seller, free and clear of any Lien created in accordance with Section 3.2(c) favor of the Buyer, all of the right, title and deliver interest of the related Servicing File Buyer, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (orand after the Termination Date, if a Termination Event has occurred, at the sole discretion of the Administrative Agent has consented in its sole discretionAgent), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 6.2 and subject to the other restrictions contained herein, replace any Loan previously acquired by the Buyer hereunder with one or more Eligible Loans (each, a “Substitute Loan”); provided that that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent Buyer (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced (each each, a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB of such Substitute Loans shall be equal to or greater than the sum of the OLB of the Replaced Loans; (ivc) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vd) solely in the case of substitutions pursuant to Section 6.2 undertaken because a Loan has become a Warranty Loan, the sum of the Outstanding Loan Balances of such Substitute Loans shall be equal to or greater than the sum of the Outstanding Loan Balances of the Replaced Loan; (e) solely in the case of substitutions pursuant to Section 6.2 undertaken because a Loan has become a Warranty Loan, such Substitute Loans, at the time of substitution by the Seller, shall not cause the Weighted Average Life of the Loans included in the Borrowing Base to increase by more that .25 years; (f) all representations and warranties of the Borrower Seller contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vig) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viih) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject to the provisions of Section 2.22[Reserved]; (viiii) each such substitution shall be subject to the applicable provisions of Section 2.24; and[Reserved]; (ixj) the Borrower Seller shall deliver to the Administrative Agent and the Trustee Buyer on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date; (k) each Loan that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Loan that meets the foregoing conditions; and (l) no selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties was utilized by the Seller in the selection of the Loan to be replaced or the Substitute Loan. In addition, the Borrower shall, in connection with such substitution, the Trustee shall deliver or cause to be delivered to the Trustee the related Required Loan Documents Documents. On the date any such substitution is completed, the Buyer shall, automatically and without further action, release and shall transfer to the Trustee in accordance with Section 3.2(c) Seller, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Buyer in, to and under such Replaced Loan, and the ServicerBuyer shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied.

Substitution of Loans. On any day so long as a Termination an Event of Default has not occurred (or, if a Termination an Event of Default has occurred, the Administrative Agent has consented in its sole discretion), the Borrower may, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “Substitute Loan”); provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower has recommended to the Administrative Agent (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB of such Substitute Loans shall be equal to or greater than the sum of the OLB of the Replaced Loans; (iv) after giving effect to any such substitutionsubstitution (taking into account each other contemporaneous Discretionary Sale, Substitution or other transfer permitted under the Transaction Documents), the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vi) the inclusion of any such Substitute Loan (taking into account each other contemporaneous Discretionary Sale, Substitution or other transfer permitted under the Transaction Documents) does not cause a Termination an Event of Default or Unmatured Termination Event of Default to occur; (vii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject to the provisions of Section 2.22; (viii) each such substitution shall be subject to the applicable provisions of Section 2.24; and; (ix) each of the Collateral Quality Tests shall be satisfied (or, if not satisfied, maintained or improved); (x) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, in connection with such substitution, deliver the related Required Loan Documents to the Trustee Custodian in accordance with Section 3.2(c) and deliver the related Servicing Collateral Management File to the ServicerCollateral Manager.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (orEvent, if a Termination Event has occurred, the Administrative Agent has consented in its sole discretion), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 Error! Reference source not found. and subject to the other restrictions contained herein, replace any Mortgage Loan previously acquired by Buyer hereunder with one or more Eligible Mortgage Loans (each, each a “Substitute Mortgage Loan”); provided that that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitutionsubstitution or have otherwise been waived in writing by the Indenture Trustee: (i) the Borrower has recommended to the Administrative Agent (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion; (iia) each Substitute Mortgage Loan is an Eligible Mortgage Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiib) the sum of the OLB outstanding loan balances of such Substitute Mortgage Loans shall be equal to or greater than the sum of the OLB outstanding loan balances of the Mortgage Loan to be replaced (each a “Replaced LoansLoan”); (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vc) all representations and warranties of the Borrower Seller contained in Section 4.1 and Section 4.2 Error! Reference source not found. shall be true and correct as of the date of substitution of any such Substitute Mortgage Loan; (vid) the inclusion substitution of any such Substitute Mortgage Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject to the provisions of Section 2.22; (viii) each such substitution shall be subject to the applicable provisions of Section 2.24; and (ixe) the Borrower Seller shall deliver to the Administrative Agent and the Trustee Buyer on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, Seller shall in connection with such substitution, substitution deliver or cause to be delivered to the related Required Indenture Trustee the Mortgage Loan Documents related to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File to the Servicersuch Substitute Mortgage Loan.

Substitution of Loans. On any day so long as a Termination (a) Provided no Rapid Amortization Event or Event of Default has not occurred (or, if a Termination Event has occurredand is continuing, the Administrative Agent has consented in its sole discretion), the Borrower Transferor may, subject at its option, transfer to the conditions set forth in this Section 2.19 and subject Issuer on or prior to the other restrictions contained hereineighth day of a month, replace any Loan with pursuant to an assignment, substantially in the form attached hereto as Exhibit A-3 (each, a "Substitution Assignment") one or more Eligible Equipment Loans (each, a “"Substitute Loan”") for any Loan that became subject to a Warranty Event (each such replaced Loan, a "Predecessor Loan"); provided that no such replacement shall occur unless each , together with all right, title and interest of the following conditions is satisfied as of the date of such replacement Transferor in, to and substitutionunder: (i) all documents and instruments evidencing or governing the Borrower has recommended Substitute Loans and all Loan Files relating thereto, identified in the schedule to the Administrative Agent Substitution Assignment and all monies paid or payable thereon (with a copy to including Liquidation Proceeds) on or after or due and payable, but in each case not paid, as of the Trustee) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretionSubstitution Cutoff Date; (ii) each the Equipment, including, without limitation, all security interests therein, granted by Obligors pursuant to such Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitutionLoans and any other collateral securing such Substitute Loans; (iii) the sum of the OLB of any Insurance Policies, and proceeds thereof, and rights and benefits thereunder, with respect to such Equipment and any other collateral securing such Substitute Loans shall be equal to or greater than the sum of the OLB of the Replaced Loans; (iv) after giving effect with respect to such Substitute Loans, any such substitutionGuaranties, the Availability is greater than or equal to $0and proceeds thereof, and all rights and benefits thereunder; (v) all representations and warranties of funds on deposit from time to time in the Borrower contained Loan Lockbox or in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any Loan Lockbox Account with respect to such Substitute LoanLoans and all proceeds thereof; (vi) the inclusion Purchase Agreement, and the other Basic Documents (other than the Trust Agreement, the Trust Certificate, the Certificates and the documents and certificates executed in connection with the foregoing) relating to such Loan, including the right of any the Transferor to cause ALS to perform its obligations thereunder (including the obligation to repurchase such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur;Loans under certain circumstances); and (vii) except any Proceeds of the property described in clauses (i) through (vi) above. The sum of the Loan Balances, measured as of the Substitution Cutoff Date, of the Substitute Loans to be transferred to the Issuer on any Substitution Date shall not be less than the sum of the Loan Balances, or more than 110%, of the sum of the Loan Balance of the Predecessor Loans, in each case measured as of the Substitution Cutoff Date. Any such Substitute Loan shall also bear interest at the same or higher rate of interest as the Predecessor Loan and shall also have a final maturity date that is not later than six months prior to the Final Scheduled Distribution Date. (b) Each Substitute Loan shall be an Eligible Equipment Loan as of the close of business on the last day of the month preceding the Substitution Date (the "Substitution Cutoff Date"), and no Substitute Loan shall have previously been a Substitute Loan. Loans may not be substituted for Warranty Loans if and to the extent (i) from the Closing Date, the sum of the Loan Balances (measured as of the related Substitution Cutoff Date) of all Substitute Loans (including the Eligible Equipment Loans to be substituted on such date) exceeds an amount equal to 5% of the sum of the Loan Balances of all Loans transferred by the Transferor to the Trust on or after the Closing Date, or (ii) after giving effect to the addition of the Substitute Loans to be added on such date, the Equipment Loan Borrowing Base would be less than the Aggregate Equipment Loan Note Principal Balance. (c) Upon the replacement of a Loan and collateral as described above, the interest of the Trustees and the Noteholders in such Predecessor Loan and related collateral shall be terminated and such Predecessor Loan and collateral shall be released to the Transferor. (d) Any substitution of a Loan pursuant to Section 2.19(b), such substitution this Agreement shall be subject effected by (i) delivery to the provisions Custodian on behalf of Section 2.22; (viii) the Indenture Trustee of the Collateral Documents for each such substitution shall be subject Substitute Loan on or prior to the applicable provisions of Section 2.24; and (ix) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, in connection with such substitution, deliver the related Required Loan Documents to the Trustee Substitution Date in accordance with Section 3.2(c2.03, (ii) filing of any UCC financing statements necessary to perfect the interest of the Indenture Trustee in the Substitute Loans, (iii) delivery to the Indenture Trustee of a list of Substitute Loans reflecting such substitution, and deliver (iv) execution of and delivery of the related Servicing File to the ServicerAssignments.

Substitution of Loans. On any day so long as a Termination Event has not occurred Business Day during the Revolving Period (or, if a Termination Event has occurred, and after the Administrative Agent has consented in its sole discretionRevolving Period at the discretion of the Depositor), the Borrower Originator may, subject to the conditions set forth in this Section 2.19 3.03 and subject to the other restrictions contained herein, replace any Transferred Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower Originator has recommended to the Administrative Agent (with a copy to the Trustee) Depositor in writing that the Transferred Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section 4.1 and Section 4.2 3.01 shall be true and correct as of the date of substitution of any such Substitute Loan; (viv) the inclusion substitution of any such Substitute Loan does not cause a Termination Default, a Trigger Event or Unmatured Termination an Event of Default to occur; (vi) after giving effect to the proposed substitution, the sum of the Outstanding Loan Balances of all Substitute Loans does not exceed 15% of the highest Aggregate Outstanding Loan Balance for any month during the 12 month period immediately preceding the applicable date of determination (or such lesser number of months as shall have elapsed as of such date of determination); (vii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject after giving effect to the provisions proposed substitution, the sum of Section 2.22the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans and Charged-Off Loans shall not exceed 10% of the highest Aggregate Outstanding Loan Balance of any month during the 12 month period immediately preceding the applicable date of determination (or such lesser number of months as shall have elapsed as of such date of determination); (viii) each such substitution shall be subject the remaining maturity of the Substitute Loan is less than or equal to the applicable provisions remaining maturity of Section 2.24; andthe Replaced Loan; (ix) the Borrower Weighted Average Life of such Substitute Loan is less than or equal to that of the Replaced Loan; (x) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Originator’s portfolio; (xi) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and Related Property constituting part of the Assigned Assets related to such Substitute Loan to the Depositor shall have been taken as of or prior to the Substitution Date; (xii) the Eligible Risk Rating of the Obligor relating to the Substitute Loan is equal to or better than that of the Obligor relating to the Replaced Loan; (xiii) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Replaced Loan; (xiv) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Transferred Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (xv) the Originator shall deliver to the Administrative Agent and the Trustee Depositor on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, in connection with such substitution, deliver the related Required Loan Documents to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File to the Servicer.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the discretion of the Administrative Agent has consented in its sole discretionwith the consent of the Purchaser Agents), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 2.16 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “"Substitute Loan”"); provided that provided, that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent (with a copy to the TrusteeCollateral Custodian) in writing that the Loan to be replaced should be replaced (each a “"Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion"); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) after giving effect to any such substitution, the Advances Outstanding do not exceed the lesser of (i) the sum Facility Amount and (ii) the Maximum Availability; (d) for purposes only of substitutions pursuant to Section 4.6 undertaken because a Loan has become a Warranty Loan, the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balances of the Replaced Loans; (ive) after giving effect for purposes only of substitutions pursuant to any Section 4.6 undertaken because a Loan has become a Warranty Loan, such substitutionSubstitute Loans, at the Availability is time of substitution by the Seller, shall have no greater weighted average life than or equal to $0the Replaced Loan; (vf) all representations and warranties of the Borrower Seller contained in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vig) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viih) except in the case sum of a substitution pursuant to Section 2.19(b)the Outstanding Loan Balance of all Substitute Loans does not exceed 20% of the Facility Amount, such substitution shall be subject to calculated on an annualized basis commencing with the provisions of Section 2.22Closing Date; (viiii) each such substitution the sum of the Outstanding Loan Balance of all Substitute Loans substituted for Delinquent Loans, Charged-Off Loans and Warranty Loans shall be subject to not exceed 10% of the applicable provisions of Section 2.24Facility Amount, calculated on an annualized basis commencing with the Closing Date; and (ixj) the Borrower Seller shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, Seller shall in connection with such substitution, substitution deliver to the Collateral Custodian the related Required Loan Documents Documents. In connection with any such substitution, the Administrative Agent, as agent for the Secured Parties, shall, automatically and without further action, be deemed to transfer to the Trustee in accordance with Section 3.2(c) Seller, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Administrative Agent, as agent for the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Required Lenders), the Borrower may, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein, replace any Transferred Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower has recommended to the Administrative Deal Agent (with a copy to the TrusteeCollateral Custodian) in writing that the Transferred Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (viv) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vi) as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the 12 month period immediately preceding such date of determination; (vii) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b)the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, such substitution shall be Charged-Off Loans and Loans subject to a Warranty Event shall not exceed 10% of the provisions highest Aggregate Outstanding Loan Balance of Section 2.22any month during the 12 month period immediately preceding such date of determination; (viii) each such substitution shall be subject the remaining maturity of the Substitute Loan is less than or equal to the applicable provisions remaining maturity of Section 2.24the Replaced Loan; (ix) the Weighted Average Life of such Substitute Loan is less than or equal to that of the Replaced Loan; (x) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Originator’s portfolio; (xi) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and related Collateral to the Borrower and the Deal Agent shall have been taken as of or prior to the Substitution Date; (xii) the Eligible Risk Rating of the Obligor relating to the Substitute Loan is equal to or better than that of the Obligor relating to the Replaced Loan; (xiii) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (xiv) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixxv) the Borrower shall deliver to the Administrative Deal Agent and the Trustee on the date of such substitution (i) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such datedate and (ii) a Borrowing Base Certificate (including a calculation of Borrowing Base after giving effect to such substitution). In addition, the Borrower shall, shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents and shall pay to each Conduit Lender, each Institutional Lender and each Hedge Counterparty, as applicable, all Breakage Costs or Hedge Breakage Costs, if any, incurred in connection with the substitution of such Loan pursuant to this Section 2.19 and the termination of any Hedge Transactions, in whole or in part, in connection therewith. In connection with any such substitution, deliver the related Required Loan Documents Deal Agent, as agent for the Secured Parties, shall, automatically and without further action (unless otherwise necessary or requested by the Borrower or the Servicer), be deemed to transfer to the Trustee in accordance with Section 3.2(c) Borrower, free and deliver clear of any Lien created by the related Servicing File Deal Agent, all of the right, title and interest of the Deal Agent, as agent for the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Agent), the Borrower may, subject to the conditions set forth in this Section 2.19 2.18 and subject to the other restrictions contained herein, replace any Transferred Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower has recommended to the Administrative Agent (with a copy to the Trustee) in writing that the Transferred Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (viv) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vi) as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the 12 month period immediately preceding such date of determination; (vii) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b)the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, such substitution shall be Charged-Off Loans and Loans subject to a Warranty Event shall not exceed 10% of the provisions highest Aggregate Outstanding Loan Balance of Section 2.22any month during the 12 month period immediately preceding such date of determination; (viii) each no adverse selection procedures shall have been employed in the selection of such substitution shall be subject Substitute Loan from the Originator’s portfolio; (ix) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and related Collateral to the applicable provisions Borrower and the Agent shall have been taken as of Section 2.24or prior to the Substitution Date; (x) the Eligible Risk Rating of the Substitute Loan is equal to or better than that of the Replaced Loan; (xi) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (xii) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixxiii) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution (a) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such datedate and (b) a Borrowing Base Certificate (including a calculation of Borrowing Base after giving effect to such substitution). In addition, the Borrower shall, shall in connection with such substitution, substitution deliver the related Required Loan Documents to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File Loan Documents and shall pay to the Lenders and the Hedge Counterparty, as applicable, all Breakage Costs or Hedge Breakage Costs, if any, incurred in connection with the substitution of such Loan pursuant to this Section 2.18 and the termination of any Hedge Transactions, in whole or in part, in connection therewith. In connection with any such substitution, the Trustee on behalf of the Secured Parties shall, automatically and without further action (unless otherwise necessary or requested by the Borrower or the Servicer), be deemed to transfer to the Borrower, free and clear of any Lien created by the Trustee on behalf of the Secured Parties, all of the right, title and interest of the Trustee on behalf of the Secured Parties in, to and under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any Provided no Early Payout Event or Event of Default has occurred and is continuing, on or prior to the tenth day so long as of the month (each a Termination Event has not occurred (or, if a Termination Event has occurred, the Administrative Agent has consented in its sole discretion" Substitution Date"), the Borrower maySeller shall, subject if and to the conditions set forth extent it has Eligible Loans, pursuant to an assignment in this Section 2.19 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (form attached hereto as Exhibit A-3 each, a “"Substitution Assignment") substitute such loans (each a " Substitute Loan”); provided ") for any Loan that no such replacement shall occur unless each became subject to a Warranty Event during the prior Monthly Period, together with all right, title and interest of the following conditions is satisfied Seller in, to and under: (a) all documents and instruments evidencing or governing the Substitute Loans and all Loan Files relating thereto, identified in the schedule to the Substitution Assignment and all monies paid or payable thereon (including Liquidation Proceeds) on or after or due and payable, but in each case not paid, as of the date Substitution Cutoff Date; (b) the Equipment, including, without limitation, all security interests therein, granted by Obligors pursuant to such Substitute Loans and any other collateral securing such Substitute Loans; (c) any Insurance Policies, and proceeds thereof, and rights and benefits thereunder, with respect to such Equipment and any other collateral securing such Substitute Loans; (d) with respect to such Substitute Loans, any Guaranties, and proceeds thereof, and all rights and benefits thereunder; (e) all funds on deposit from time to time in the Lockbox or in the Lockbox Account with respect to such Substitute Loans and all proceeds thereof; (f) the Subsequent PA Assignment pursuant to Section 2.01(b) of the Purchase Agreement with respect to such replacement Loans, and substitution:the other Basic Documents (other than the Trust Agreement, the Trust Certificate, the Certificates and the documents and certificates executed in connection with the foregoing), including the right of the Seller to cause ALS to perform its obligations thereunder (including the obligation to repurchase such Loans under certain circumstances); and (g) any proceeds of the property described in clauses (i) through (vi) above. The aggregate Loan Balance as of the Borrower has recommended to Substitution Cutoff Date of the Administrative Agent (with loans substituted into a copy to Pool on any Substitution Date shall not be less than the Trustee) in writing aggregate Loan Balance or more than 110% of the aggregate Loan Balance of the Loans removed from that Pool as of the Loan to be replaced should be replaced (each a “Replaced Loan”) Substitution Cutoff Date, and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion; (ii) each no Substitute Loan is shall previously have been substituted or put as a Replacement Loan into either Pool. Each Substitute Loan shall be an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) as of the definition thereofclose of business on the last day of the month preceding the Substitution Date (the " Substitution Cutoff Date") and no Substitute Loan shall have previously been a Substitute Loan or a Replacement Loan. Only loans with a fixed interest rate may be substituted into Pool 1 and only loans with a floating interest rate may be substituted into Pool 2. Loans may not be substituted for Warranty Loans if and to the extent (i) on a cumulative basis for both Pools from the date of substitution; (iii) Closing Date, the sum of the OLB aggregate Loan Balance (as of such the related Substitution Cutoff Date) of all Substitute Loans shall (including Loans to be equal to or greater than substituted on such date) exceeds 10% of the Aggregate Initial Loan Balance, (ii) on a cumulative basis for both Pools since the Closing Date, the sum of (A) the OLB aggregate Loan Balance (as of the Replaced Loans; related Substitution Cutoff Date) of all Substitute Loans (ivincluding Loans to be substituted on such date) and (B) the aggregate Loan Balance of all Replacement Loans added to the Trust on or prior to such date exceeds 25% of the Aggregate Initial Loan Balance or (iii) after giving effect to any the addition of both the Substitute Loans and the Replacement Loans to be added on such substitutiondate, the Availability is greater than or equal to $0; (v) all representations Pool Criteria would not be satisfied. Upon the replacement of a Loan and warranties collateral as described above, the interest of the Borrower contained Trustees and the Securityholders in Section 4.1 such replaced Loan and Section 4.2 collateral shall be true terminated and correct as such replaced Loan and collateral shall be released to the Seller. Any substitution or replacement of a Loan pursuant to this Agreement shall be effected by (i) delivery to the Custodian on behalf of the date Indenture Trustee of substitution of any such Substitute Loan; (vi) the inclusion of any Collateral Documents for each such Substitute Loan does not cause a Termination Event or Unmatured Termination Event Replacement Loan on or prior to occur; (vii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject to the provisions of Section 2.22; (viii) each such substitution shall be subject to the applicable provisions of Section 2.24; and (ix) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, in connection with such substitution, deliver the related Required Loan Documents to the Trustee conveyance in accordance with Section 3.2(c2.03, (ii) filing of any UCC financing statements necessary to perfect the interest of the Indenture Trustee in the Substitute Loans or Replacement Loans, (iii) delivery to the Indenture Trustee of a list of Replacement Loans and deliver Substitute Loans reflecting such replacement or substitution, and (iv) execution of and delivery of the related Servicing File to the ServicerAssignments.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Buyer), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 7.2 and subject to the other restrictions contained herein, replace any Loan included in the Purchased Assets with one or more Eligible Loans (each, a “Substitute Loan”); provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent Buyer (with a copy to the Agent and the Trustee) in writing that the Loan included in the Purchased Assets to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vd) all representations and warranties of the Borrower Seller contained in Section 4.1 and and, with respect to the Substitute Loan, Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vie) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viif) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b), the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the twelve month period immediately preceding such substitution shall be subject to the provisions date of Section 2.22determination; (viiig) each such substitution shall be as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans and Loans subject to a Warranty Event shall not exceed 10% of the applicable provisions highest Aggregate Outstanding Loan Balance of Section 2.24any month during the twelve month period immediately preceding such date of determination; (h) [Reserved]. (i) [Reserved]. (j) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Seller’s portfolio; (k) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and related Collateral to the Buyer shall have been taken as of or prior to the Substitution Date; (l) the Collateral Quality Test is satisfied; provided that if immediately prior to such date, the Collateral Quality Test was not satisfied, such test is maintained or improved after giving effect to the inclusion of the Substitute Loan in the Purchased Assets; and (ixm) the Borrower Seller shall deliver to the Administrative Agent and the Trustee Buyer on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, in connection with such substitution, deliver the related Required Loan Documents to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File to the Servicer.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Required Lenders), the Borrower may, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein, replace any Transferred Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower has recommended to the Administrative Deal Agent (with a copy to the TrusteeCollateral Custodian) in writing that the Transferred Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (viv) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vi) as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the 12 month period immediately preceding such date of determination; (vii) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b)the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, such substitution shall be Charged-Off Loans and Loans subject to a Warranty Event shall not exceed 10% of the provisions highest Aggregate Outstanding Loan Balance of Section 2.22any month during the 12 month period immediately preceding such date of determination; (viii) each [reserved]; (ix) the Weighted Average Life of all Loans included in the Collateral (weighted by Outstanding Loan Balances (excluding ACAS Business Loan Trust Securities)) does not increase by more than 0.25 years; (x) no adverse selection procedures shall have been employed in the selection of such substitution shall be Substitute Loan from the Originator’s portfolio; (xi) all actions or additional actions (if any) necessary to (a) with respect to Substitute Loans denominated in Dollars, perfect the security interest and assignment of such Substitute Loan and related Collateral to the Borrower and the Deal Agent and (b) with respect to Substitute Loans denominated in an Alternative Currency, grant a valid and effective security interest in such Substitute Loan and related Collateral (subject to any filing, registration or notarization (including registration of a debenture necessary to perfect such security interest and make such security interest enforceable and effective)) and assignment of such Substitute Loan and related Collateral to the applicable provisions Borrower and the Deal Agent, shall have been taken as of Section 2.24or prior to the Substitution Date; (xii) the Eligible Risk Rating of the Obligor relating to the Substitute Loan is equal to or better than that of the Obligor relating to the Replaced Loan; (xiii) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (xiv) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixxv) the Borrower shall deliver to the Administrative Deal Agent and the Trustee on the date of such substitution (i) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such datedate and (ii) a Borrowing Base Certificate (including a calculation of Borrowing Base after giving effect to such substitution). In addition, the Borrower shall, shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents and shall pay to the Deal Agent, for the account of each Conduit Lender, each Institutional Lender and each Hedge Counterparty, as applicable, all Breakage Costs or Hedge Breakage Costs, if any, incurred in connection with the substitution of such Loan pursuant to this Section 2.19 and the termination of any Hedge Transactions, in whole or in part, in connection therewith. In connection with any such substitution, deliver the related Required Loan Documents Deal Agent, as agent for the Secured Parties, shall, automatically and without further action (unless otherwise necessary or requested by the Borrower or the Servicer), be deemed to transfer to the Trustee in accordance with Section 3.2(c) Borrower, free and deliver clear of any Lien created by the related Servicing File Deal Agent, all of the right, title and interest of the Deal Agent, as agent for the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as a Termination Event has not occurred Business Day during the Revolving Period (or, if a Termination Event has occurred, and after the Administrative Agent has consented in its sole discretionRevolving Period at the discretion of the Majority Noteholders), the Borrower Depositor may, subject to the conditions set forth in this Section 2.19 3.05 and subject to the other restrictions contained herein, replace any Transferred Loan with one or more Eligible Loans (each, a “"Substitute Loan”"); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower Depositor has recommended to the Administrative Agent Majority Noteholders (with a copy to the TrusteeIndenture Trustee and the Collateral Custodian) in writing that the Transferred Loan to be replaced should be replaced (each a “"Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion"); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section 4.1 and Section 4.2 3.03 shall be true and correct as of the date of substitution of any such Substitute Loan; (viv) the inclusion substitution of any such Substitute Loan does not cause a Termination Default, a Trigger Event or Unmatured Termination an Event of Default to occur; (vi) after giving effect to the proposed substitution, the sum of the Outstanding Loan Balances of all Substitute Loans does not exceed 15% of the highest Aggregate Outstanding Loan Balance for any month during the 12 month period immediately preceding the applicable date of determination (or such lesser number of months as shall have elapsed as of such date of determination); (vii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject after giving effect to the provisions proposed substitution, the sum of Section 2.22the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans and Charged-Off Loans shall not exceed 10% of the highest Aggregate Outstanding Loan Balance for any month during the 12 month period immediately preceding the applicable date of determination (or such lesser number of months as shall have elapsed as of such date of determination); (viii) each such substitution shall be subject the remaining maturity of the Substitute Loan is less than or equal to the applicable provisions remaining maturity of Section 2.24; andthe Replaced Loan; (ix) the Borrower Weighted Average Life of such Substitute Loan is less than or equal to that of the Replaced Loan; (x) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Originator's portfolio; (xi) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and Related Property constituting part of the Purchased Assets related to such Substitute Loan to the Issuer and the Grant of a security interest therein to the Indenture Trustee shall have been taken as of or prior to the Substitution Date; (xii) the Eligible Risk Rating of the Obligor relating to the Substitute Loan is equal to or better than that of the Obligor relating to the Replaced Loan; (xiii) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Replaced Loan; (xiv) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Transferred Loan to be replaced and reconveyed to the Depositor in exchange for such Substitute Loan; and (xv) the Depositor shall deliver to each Purchaser (with a copy to the Administrative Agent and the Trustee Indenture Trustee) on the date of such substitution (i) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such datedate and (ii) a Borrowing Base Certificate (including a calculation of the Availability after giving effect to such substitution). In addition, the Borrower shall, Depositor shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents and shall pay to each Hedge Counterparty, as applicable, all Hedge Breakage Costs, if any, incurred in connection with the substitution of such Transferred Loan pursuant to this Section 3.05 and the termination of any Hedge Transactions, in whole or in part, in connection therewith. In connection with any such substitution, deliver the related Required Loan Documents Indenture Trustee, on behalf of Noteholders, shall, automatically and without further action (unless otherwise necessary or requested by the Issuer or the Servicer), be deemed to transfer to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File Issuer (for transfer to the ServicerDepositor), free and clear of any Lien created by the Indenture, all of the right, title and interest of the Indenture Trustee, on behalf of the Noteholders, in, to and under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Buyer), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 7.2 and subject to the other restrictions contained herein, replace any Loan included in the Purchased Assets with one or more Eligible Loans (each, a “Substitute Loan”); provided , provided, that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent Buyer (with a copy to the TrusteeDeal Agent and the Collateral Custodian) in writing that the Loan included in the Purchased Assets to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vd) all representations and warranties of the Borrower Seller contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vie) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viif) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b), the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the 12 month period immediately preceding such substitution shall be subject to the provisions date of Section 2.22determination; (viiig) each such substitution shall be as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, Charged-Off Loans and Purchased Loans subject to a Warranty Event shall not exceed 10% of the applicable provisions highest Aggregate Outstanding Loan Balance of Section 2.24any month during the 12 month period immediately preceding such date of determination; (h) the remaining maturity of the Substitute Loan is less than or equal to the remaining maturity of the Replaced Loan; (i) the Weighted Average Life of such Substitute Loan is less than or equal to that of the Replaced Loan; (j) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Seller’s portfolio; (k) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and other Purchased Assets related to such Substitute Loan to the Buyer shall have been taken as of or prior to the Substitution Date; (l) the Eligible Risk Rating of the Obligor of the Substitute Loan is equal to or higher than that of the Obligor of the Replaced Loan; (m) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Replaced Loan; (n) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Replaced Loan; and (ixo) the Borrower Seller shall deliver to the Administrative Agent and the Trustee Buyer on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, Seller shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents. In connection with any such substitution, deliver the related Required Loan Documents Buyer, shall, automatically and without further action, be deemed to transfer to the Trustee Seller, free and clear of any Lien created in accordance with favor of the Buyer, all of the right, title and interest of the Buyer, in, to and under such Replaced Loan, but without any representation and warranty of any kind, express or implied. If any Loan is replaced by one or more Substitute Loans pursuant to this Section 3.2(c) and deliver 7.2, such Substitute Loans shall be denominated in the related Servicing File to same Currency as the ServicerReplaced Loan.

Substitution of Loans. On any day so long as a Termination Event has not occurred (or, if a Termination Event has occurred, the Administrative Agent has consented in its sole discretion), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 6.2 and subject to the other restrictions contained herein, and subject to the prior written approval of the Administrative Agent (in its sole discretion), replace any Loan previously acquired by the Buyer hereunder with one or more Eligible Loans (each, a “Substitute Loan”); provided that that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent Buyer (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced (each each, a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) after giving effect to any such substitution, the Advances Outstanding shall not exceed the Maximum Availability; (d) the sum of the OLB Outstanding Loan Balances of such Substitute Loans shall be equal to or greater than the sum of the OLB Outstanding Loan Balances of the Replaced Loans; (ive) after giving effect to any such substitution, the Availability is greater than or equal to $0[Reserved]; (vf) all representations and warranties of the Borrower Seller contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vig) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viih) except in the case sum of a substitution (1) the Outstanding Loan Balances of all Loans that are Substitute Loans plus (2) the Outstanding Loan Balances of all Loans that have been sold pursuant to Section 2.19(bDiscretionary Sales, in each case excluding Warranty Loans, shall not exceed 20% of the Facility Amount as of the Thirteenth Amendment Effective Date for any month during the 12-month period immediately preceding such date of determination (or such lesser number of months as shall have elapsed as of such date), such substitution shall be subject to the provisions of Section 2.22; (viiii) each the sum of the Outstanding Loan Balances of all Substitute Loans substituted for Delinquent Loans and Charged-Off Loans shall not exceed 10% of the Facility Amount as of the Thirteenth Amendment Effective Date for any month during the 12-month period immediately preceding such substitution date of determination (or such lesser number of months as shall be subject to the applicable provisions have elapsed as of Section 2.24; andsuch date); (ixj) the Borrower Seller shall deliver to the Administrative Agent and the Trustee Buyer on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date; (k) each Loan that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Loan that meets the foregoing conditions; and (l) no selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties was utilized by the Seller in the selection of the Loan to be replaced or the Substitute Loan. In addition, the Borrower shall, in connection with such substitution, the Trustee shall deliver or cause to be delivered to the Trustee the related Required Loan Documents Documents. On the date any such substitution is completed (the “Substitution Date”), the Buyer shall, automatically and without further action, release and shall transfer to the Trustee Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Buyer in, to and under such Replaced Loan, and the Buyer shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied. Notwithstanding any provision contained in accordance with this Section 3.2(c) and deliver the related Servicing File 6.2 to the Servicercontrary, the Buyer shall not, and the Seller agrees not to cause the Buyer to, transfer any such Replaced Loan that is not a Warranty Loan to the Seller except: (i)(1) at the then-current fair market value determined by the Buyer employing a valuation procedure substantially similar to one that it would employ in a similar sale to an independent third party and substantially consistent with the value of such Replaced Loan as determined in the most recent periodic portfolio review conducted by the Buyer, but taking into account relevant market or other changes affecting the value of such Replaced Loan since such periodic portfolio review, and (2) with the consent of the independent director of the Buyer; or (ii) as a distribution to the Seller to the extent such Replaced Loan was initially contributed by the Seller to the Buyer.” (h) The opening paragraph of Section 9.1 of the Purchase and Sale Agreement is hereby amended by deleting reference to the phrase “Purchased Assets” and replacing it with the phrase “Purchased Collateral and Contributed Collateral”. (i) Annex A of the Purchase and Sale Agreement, attached hereto as Exhibit 1, is hereby amended and restated in its entirety and incorporated into the Purchase and Sale Agreement. (j) The “Account Name” listed on Schedule II of the Purchase and Sale Agreement is hereby amended by deleting reference to “U.S. Bank National Association as Account Custodian on behalf of the parties designated in the Intercreditor and Concentration Account Administration Agreement dated November 3, 2004, as their interests may appear” and replacing it with “U.S. Bank National Association as Account Custodian on behalf of the parties designated in the Amended and Restated Intercreditor and Concentration Account Administration Agreement dated December 28, 2005, as their interests may appear”. (k) The first numerical paragraph of Exhibit A of the Purchase and Sale Agreement is hereby amended and restated in its entirety as follows: 1. We refer to the Purchase and Sale Agreement, dated as of November 3, 2004 (such agreement as amended, modified, supplemented or restated from time to time, the “Agreement”), by and between the Seller and the Buyer.” (l) The fifth numerical paragraph of Exhibit A of the Purchase and Sale Agreement is hereby amended by deleting reference to the word “or” and replacing it with the word “on”.

Substitution of Loans. On any day so long as a Termination an Event of Default has not occurred (or, if a Termination an Event of Default has occurred, the Administrative Agent has consented in its sole discretion), the Borrower Initial Servicer may, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein, replace any Portfolio Loan or Purchased Participation with one or more Eligible Loans (each, a “Substitute Loan”); provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower Initial Servicer has recommended identified to the Administrative Borrower, Servicer, and Agent (with a copy to the Trustee) in writing that the Portfolio Loan or Purchased Participation to be replaced should be replaced (each a “Replaced Loan”) and each Substitute Loan that Initial Servicer intends to use to replace the Administrative Replaced Loan and Agent has and Borrower have each consented in writing to such replacement Substitute Loan(s)s in its their sole and absolute discretion; (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB aggregate outstanding balance of such Substitute Loans Loan(s) shall be equal to or greater than the sum of the OLB aggregate outstanding balance of the Replaced LoansLoan, in each case determined after giving effect to the limitations and exclusion in the definition of “Eligible Portfolio Loan” and “Eligible Split-Funded Loan”; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0the Minimum Excess Availability; (v) all representations and warranties of the Borrower contained in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vi) the inclusion of any such Substitute Loan does not cause result in a Termination Default or an Event or Unmatured Termination Event to occurof Default; (vii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject to the provisions of Section 2.222.19(d); (viii) each such substitution shall be subject to satisfies the applicable provisions of Section 2.24Portfolio Acquisition and Disposition Requirements; and (ix) Servicer, on behalf of the Borrower Borrower, shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer an Authorized Person certifying that each of the foregoing is true and correct conditions has been complied with as of such the substitution date. In addition; On the substitution date, Trustee, on behalf of the Borrower Lender Group, shall, at the expense of Borrower and upon receipt of a certificate signed by an Authorized Person of Servicer that all applicable provisions of this Section 2.19 have been complied with, (i) execute such instruments of release with respect to such Collateral being so substituted, in connection with recordable form if necessary, in favor of Initial Servicer or its designee, as applicable, as Initial Servicer may reasonably request, (ii) deliver any portion of the Collateral to be so substituted in the possession of Trustee to Servicer or its designee as Initial Servicer may reasonably request and (iii) otherwise take such substitution, deliver actions as requested by Initial Servicer and as are reasonably necessary and appropriate to release the related Required Loan Documents Trustee’s Lien on the portion of the Collateral to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File to the Servicerbe so substituted.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Buyer), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 7.2 and subject to the other restrictions contained herein, replace any Loan included in the Purchased Assets with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent Buyer (with a copy to the TrusteeDeal Agent and the Collateral Custodian) in writing that the Loan included in the Purchased Assets to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vd) all representations and warranties of the Borrower Seller contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vie) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viif) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b), the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the twelve (12) month period immediately preceding such substitution shall be subject to the provisions date of Section 2.22determination; (viiig) each such substitution shall be as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, Charged-Off Loans and Loans subject to a Warranty Event shall not exceed 10% of the applicable provisions highest Aggregate Outstanding Loan Balance of Section 2.24any month during the twelve (12) month period immediately preceding such date of determination; (h) the remaining maturity of the Substitute Loan is less than or equal to the remaining maturity of the Replaced Loan; (i) the weighted average life of such Substitute Loan is less than or equal to that of the Replaced Loan; (j) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Seller’s portfolio; (k) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and related Collateral to the Buyer shall have been taken as of or prior to the Substitution Date; (l) the Eligible Risk Rating of the Substitute Loan is equal to or higher than the Replaced Loan; (m) the current interest rate on the Substitute Loan is not less than the current interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (n) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixo) the Borrower Seller shall deliver to the Administrative Agent and the Trustee Buyer on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, Seller shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents. In connection with any such substitution, deliver the related Required Loan Documents Buyer, shall, automatically and without further action, be deemed to transfer to the Trustee Seller, free and clear of any Lien created in accordance with Section 3.2(c) favor of the Buyer, all of the right, title and deliver interest of the related Servicing File Buyer, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as a Termination Event has not occurred (or, if a Termination Event has occurredprior to the occurrence of an Early Amortization Event, the Administrative Seller may, and upon the request of the Deal Agent has consented in its sole discretion), the Borrower mayshall, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein2.9, replace any Loan subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Loan with one or more Eligible other Loans (each, a “"Substitute Loan”"); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Loan to be replaced (i) is a Defaulted Loan, (ii) has suffered a credit rating downgrading below 3 in accordance with the Borrower Servicer's internal credit scoring system, or (iii) has experienced a decline in its fair market value at least 25% compared to its Purchase Price; (b) the Seller has previously recommended to the Administrative Deal Agent (with a copy to the TrusteeCollateral Custodian) in writing that the Loan to be replaced should be replaced (each a “"Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion"); (iic) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitutionsubstitution having an approximate Outstanding Loan Balance equal to that of the Replaced Loan (with any difference paid in cash); (iiid) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of the (i) Purchase Limit and (ii) the sum of Capital Limit; (e) the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum lesser of (i) the OLB aggregate Outstanding Loan Balance of the Replaced LoansLoans and (ii) the amount necessary to prevent the occurrence of a Trigger Event; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vf) all representations and warranties of the Borrower Seller contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vig) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination an Early Amortization Event to occur; (vii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject to the provisions of Section 2.22; (viii) each such substitution shall be subject to the applicable provisions of Section 2.24; and (ixh) the Borrower Seller shall deliver to the Administrative Deal Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, in connection with any such substitution, deliver the related Required Loan Documents Deal Agent as agent for the Secured Parties shall, automatically and without further action, be deemed to transfer to the Trustee Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as agent for the Secured Parties in, to and under such Replaced Loans, and the Deal Agent as agent for the Secured Parties shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. The Deal Agent, as agent for the Purchasers, shall, at the sole expense of the Servicer execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the transfer of such Replaced Loan pursuant to this Section. Any right of the Deal Agent as agent for the Secured Parties to substitute any Loan in accordance with the Asset Pool pursuant to this Section 3.2(c) 2.9 shall be in addition to, and deliver without limitation of, any other rights and remedies that the related Servicing File Deal Agent as agent for the Secured Parties or any Secured Party may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Loan pursuant to the Servicerterms of this Agreement.

Substitution of Loans. On any day so long as a Termination (a) Provided no Rapid Amortization Event or Event of Default has not occurred (or, if a Termination Event has occurredand is continuing, the Administrative Agent has consented in its sole discretion), the Borrower Transferor may, subject at its option, transfer to the conditions set forth in this Section 2.19 and subject Issuer on or prior to the other restrictions contained hereineighth day of a month, replace any Loan with pursuant to an assignment, substantially in the form attached hereto as Exhibit A-3 (each, a “Substitution Assignment”) one or more Eligible Equipment Loans (each, a “Substitute Loan”) for any Loan that became subject to a Warranty Event (each such replaced Loan, a “Predecessor Loan”); provided that no such replacement shall occur unless each , together with all right, title and interest of the following conditions is satisfied as of the date of such replacement Transferor in, to and substitutionunder: (i) all documents and instruments evidencing or governing the Borrower has recommended Substitute Loans and all Loan Files relating thereto, identified in the schedule to the Administrative Agent Substitution Assignment and all monies paid or payable thereon (with a copy to including Liquidation Proceeds) on or after or due and payable, but in each case not paid, as of the Trustee) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretionSubstitution Cutoff Date; (ii) each the Equipment, including all security interests therein, granted by Obligors pursuant to such Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitutionLoans and any other collateral securing such Substitute Loans; (iii) the sum of the OLB of any Insurance Policies, and Proceeds thereof, and rights and benefits thereunder, with respect to such Equipment and any other collateral securing such Substitute Loans shall be equal to or greater than the sum of the OLB of the Replaced Loans; (iv) after giving effect with respect to such Substitute Loans, any such substitutionGuaranties, the Availability is greater than or equal to $0and Proceeds thereof, and all rights and benefits thereunder; (v) all representations and warranties of funds on deposit from time to time in the Borrower contained Loan Lockbox or in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any Loan Lockbox Account with respect to such Substitute LoanLoans and all Proceeds thereof; (vi) the inclusion Purchase Agreement, and the other Basic Documents (other than the Trust Agreement, the Trust Certificate, the Certificates and the documents and certificates executed in connection with the foregoing) relating to such Loan, including the right of any the Transferor to cause ALS to perform its obligations thereunder (including the obligation to repurchase such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur;Loans under certain circumstances); and (vii) except any Proceeds of the property described in clauses (i) through (vi) above. The sum of the Loan Balances, measured as of the Substitution Cutoff Date, of the Substitute Loans to be transferred to the Issuer on any Substitution Date shall not be less than the sum of the Loan Balances, or more than 110%, of the sum of the Loan Balance of the Predecessor Loans, in each case measured as of the Substitution Cutoff Date. Any such Substitute Loan shall also bear interest at the same or higher rate of interest as the Predecessor Loan and shall also have a final maturity date that is not later than six months prior to the Final Scheduled Distribution Date. (b) Each Substitute Loan shall be an Eligible Equipment Loan as of the close of business on the last day of the month preceding the Substitution Date (the “Substitution Cutoff Date”), and no Substitute Loan shall have previously been a Substitute Loan. Loans may not be substituted for Warranty Loans if and to the extent (i) from the Closing Date, the sum of the Loan Balances (measured as of the related Substitution Cutoff Date) of all Substitute Loans (including the Eligible Equipment Loans to be substituted on such date) exceeds an amount equal to 5% of the sum of the Loan Balances of all Loans transferred by the Transferor to the Trust on or after the Closing Date, or (ii) after giving effect to the addition of the Substitute Loans to be added on such date, the Equipment Loan Borrowing Base would be less than the Aggregate Equipment Loan Note Principal Balance. (c) Upon the replacement of a Loan and collateral as described above, the interest of the Trustees and the Noteholders in such Predecessor Loan and related collateral shall be terminated and such Predecessor Loan and collateral shall be released to the Transferor. (d) Any substitution of a Loan pursuant to Section 2.19(b), such substitution this Agreement shall be subject effected by (i) delivery to the provisions Custodian on behalf of Section 2.22; (viii) the Indenture Trustee of the Collateral Documents for each such substitution shall be subject Substitute Loan on or prior to the applicable provisions of Section 2.24; and (ix) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, in connection with such substitution, deliver the related Required Loan Documents to the Trustee Substitution Date in accordance with Section 3.2(c2.03, (ii) filing of any UCC financing statements necessary to perfect the interest of the Indenture Trustee in the Substitute Loans, (iii) delivery to the Indenture Trustee of a list of Substitute Loans reflecting such substitution, and deliver (iv) execution of and delivery of the related Servicing File to the ServicerAssignments.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if and after a Termination Event has occurredEvent, at the discretion of the Administrative Agent has consented in its sole discretionwith the consent of the Purchaser Agents), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 2.16 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “Substitute Loan”); provided that provided, that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) after giving effect to any such substitution, the Advances Outstanding do not exceed the lesser of (i) the Facility Amount and (ii) the Maximum Availability; (d) for purposes only of substitutions pursuant to Section 4.6 undertaken because a Loan is a Warranty Loan, the sum of the OLB Outstanding Loan Balances of such Substitute Loans shall be equal to or greater than the sum of the OLB Outstanding Loan Balances of the Replaced Loans; (ive) after giving effect for purposes only of substitutions pursuant to any Section 4.6 undertaken because a Loan is a Warranty Loan, such substitutionSubstitute Loans, at the Availability is time of substitution by the Seller, shall have no greater weighted average life than or equal to $0the Replaced Loan; (vf) all representations and warranties of the Borrower Seller contained in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vig) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viih) except in the case sum of a substitution pursuant the Outstanding Loan Balances of all Substitute Loans substituted during any 12 month period (ending on the last day of the most recently ended calendar month prior to Section 2.19(b), such substitution shall be subject to date) does not exceed 20% of the provisions of Section 2.22highest Aggregate Outstanding Loan Balance over such 12 month period; (viiii) each the sum of the Outstanding Loan Balances of all Substitute Loans substituted during any 12 month period (ending on the last day of the most recently ended calendar month prior to such substitution date) for Delinquent Loans, Charged-Off Loans, Modified Loans and Warranty Loans shall be subject to not exceed 10% of the applicable provisions of Section 2.24; andhighest Aggregate Outstanding Loan Balance over such 12 month period; (ixj) the Borrower Seller shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date; and (k) no selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties was utilized by the Seller in the selection of the Loan to be replaced or the Substitute Loan; it being understood that selection procedures used by the Seller for the inclusion of Loans in one or more of its various securitizations or other financing facilities and which are solely intended to obtain the most beneficial advance rates thereunder and/or otherwise maximize the efficiency of such facilities, shall not be deemed to be adverse procedures for purposes of this paragraph. In addition, the Borrower shall, Seller shall in connection with such substitution, substitution deliver to the Trustee the related Required Loan Documents Documents. On the date any such substitution is completed, pursuant to Section 9.2, the Trustee, for the benefit of the Secured Parties, shall, automatically and without further action, release and shall transfer to the Trustee in accordance Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Trustee, for the benefit of the Secured Parties, in, to and under such Replaced Loan, including all future monies due or become due with Section 3.2(c) respect thereto, the Related Security, all proceeds of such Replaced Loan, Recoveries and deliver Insurance Proceeds relating thereto, all rights and security for such Replaced Loan, and all Proceeds and products of the related Servicing File to the Servicerforegoing, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Buyer), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 7.2 and subject to the other restrictions contained herein, replace any Loan included in the Purchased Assets with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent Buyer (with a copy to the Agent and the Trustee) in writing that the Loan included in the Purchased Assets to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vd) all representations and warranties of the Borrower Seller contained in Section Sections 4.1 and Section and, with respect to the Substitute Loan, 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vie) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viif) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b), the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the twelve month period immediately preceding such substitution shall be subject to the provisions date of Section 2.22determination; (viiig) each such substitution shall be as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, Charged-Off Loans and Loans subject to a Warranty Event shall not exceed 10% of the applicable provisions highest Aggregate Outstanding Loan Balance of Section 2.24any month during the twelve month period immediately preceding such date of determination; (h) [Reserved]. (i) [Reserved]. (j) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Seller’s portfolio; (k) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and related Collateral to the Buyer shall have been taken as of or prior to the Substitution Date; (l) the Eligible Risk Rating of the Substitute Loan is equal to or higher than the Replaced Loan; (m) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (n) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixo) the Borrower Seller shall deliver to the Administrative Agent and the Trustee Buyer on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, Seller shall in connection with such substitution, substitution deliver the related Required Loan Documents to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File Loan Documents. In connection with any such substitution, the Buyer, shall, automatically and without further action, be deemed to transfer to the ServicerSeller, free and clear of any Lien created in favor of the Buyer, all of the right, title and interest of the Buyer, in, to and under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Required Lenders), the Borrower may, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein, replace any Transferred Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower has recommended to the Administrative Deal Agent (with a copy to the TrusteeCollateral Custodian) in writing that the Transferred Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (viv) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (vi) as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the 12 month period immediately preceding such date of determination; (vii) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b)the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, such substitution shall be Charged-Off Loans and Loans subject to a Warranty Event shall not exceed 10% of the provisions highest Aggregate Outstanding Loan Balance of Section 2.22any month during the 12 month period immediately preceding such date of determination; (viii) each such substitution shall be subject the remaining maturity of the Substitute Loan is less than or equal to the applicable provisions remaining maturity of Section 2.24the Replaced Loan; (ix) the Weighted Average Life of such Substitute Loan is less than or equal to that of the Replaced Loan; (x) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Originator’s portfolio; (xi) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and related Collateral to the Borrower and the Deal Agent shall have been taken as of or prior to the Substitution Date; (xii) the Eligible Risk Rating of the Obligor relating to the Substitute Loan is equal to or better than that of the Obligor relating to the Replaced Loan; (xiii) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (xiv) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixxv) the Borrower shall deliver to the Administrative Deal Agent and the Trustee on the date of such substitution (i) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such datedate and (ii) a Borrowing Base Certificate (including a calculation of Borrowing Base after giving effect to such substitution). In addition, the Borrower shall, shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents and shall pay to the Deal Agent, for the account of each Conduit Lender, each Institutional Lender and each Hedge Counterparty, as applicable, all Breakage Costs or Hedge Breakage Costs, if any, incurred in connection with the substitution of such Loan pursuant to this Section 2.19 and the termination of any Hedge Transactions, in whole or in part, in connection therewith. In connection with any such substitution, deliver the related Required Loan Documents Deal Agent, as agent for the Secured Parties, shall, automatically and without further action (unless otherwise necessary or requested by the Borrower or the Servicer), be deemed to transfer to the Trustee in accordance with Section 3.2(c) Borrower, free and deliver clear of any Lien created by the related Servicing File Deal Agent, all of the right, title and interest of the Deal Agent, as agent for the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the earlier to occur of the Reinvestment Period End Date or the Termination Event has occurred, Date at the sole discretion of the Administrative Agent has consented in its sole discretionAgent), the Borrower may, subject to the conditions set forth in this Section 2.19 2.16 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (each, a “"Substitute Loan”"); provided that that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution:substitution (as certified to the Collateral Agent by the Borrower): (i) the Borrower or Collateral Manager has recommended to the Administrative Agent (with a copy to the TrusteeCollateral Custodian and the Collateral Agent) in writing that the Loan to be replaced should be replaced (each a “"Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion"); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB of such Substitute Loans shall be equal to or greater than the sum of the OLB of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (iv) solely in the case of substitutions pursuant to Section 2.16(b), the sum of the Adjusted Borrowing Values of such Substitute Loans shall be equal to or greater than the sum of the Adjusted Borrowing Values of the Replaced Loans; (v) solely in the case of substitutions pursuant to Section 2.16(b), such Substitute Loans, at the time of substitution by the Borrower, shall not cause the Weighted Average Life of the Loans included in the Borrowing Base to increase by more than 0.25 years; (vi) all representations and warranties of the Borrower contained in Section 4.1 4.1, Section 4.2 and Section 4.2 4.3 shall be true and correct in all material respects as of the date of substitution of any such Substitute LoanLoan (other than any such representation or warranty that is qualified by "material," "materially," "Material Adverse Effect," or a similar term or phrase, in which case, such representation or warranty shall be true and correct (as so qualified)); (vivii) the inclusion of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viiviii) except the sum of the OLB of the Loan(s) which are the subject of the proposed substitution on the Substitution Date, together with the sum of the OLB of the Loan(s) substituted and the Loan(s) sold in Discretionary Sales to an Affiliate (other than, for the avoidance of doubt, any Loans sold via participation pursuant to the Master Participation Agreement) in the case preceding 12 month period (or such lesser number of months as shall have elapsed as of such date), shall not exceed 25% of the Facility Amount; provided that the OLB of any Loan with an Assigned Value equal to zero at the time it is subject to a substitution pursuant to Section 2.19(b), shall not be included for purposes of such substitution shall be subject to the provisions of Section 2.22calculation; (viiiix) each Loan that is replaced pursuant to the terms of this Section 2.16 shall be substituted only with another Loan that meets the foregoing conditions; (x) in the selection of each Replaced Loan or each Substitute Loan, no selection procedures were employed which are intended to be adverse to the interests of the Secured Parties; (xi) the Borrower shall agree to pay the reasonable legal fees and expenses of the Secured Parties in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan in connection with such sale, substitution or repurchase); (xii) the Borrower shall give two (2) Business Days' notice of such substitution; (xiii) the Borrower shall notify the Administrative Agent of any amount to be subject to deposited into the applicable provisions of Section 2.24Collection Account in connection with any such substitution; and (ixxiv) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct conditions have been satisfied in all material respects as of such datedate (other than any such condition that is qualified by "material," "materially," "Material Adverse Effect," or a similar term or phrase, in which case, such condition shall be satisfied in all respects (as so qualified)). In addition, the Borrower shall, shall in connection with such substitution, substitution deliver to the Collateral Custodian the related Required Loan Documents Documents. On the date any such substitution is completed (the "Substitution Date"), the Collateral Agent, for the benefit of the Secured Parties, shall, automatically and without further action, release and transfer to the Trustee in accordance with Section 3.2(c) Borrower, free and deliver clear of any Lien created pursuant to this Agreement, all of the related Servicing File right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as a Termination no Event of Default has not occurred and is continuing (or, if a Termination an Event of Default has occurredoccurred and is continuing, the Administrative Agent Controlling Lender has consented in its sole discretion), the Borrower may, subject to the conditions set forth in this Section 2.19 2.15 and subject to the other restrictions contained herein, replace any Loan with one or more Eligible Loans (eachsuch replacement, a “Substitution” and such new Loan, a “Substitute Loan”); provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower has recommended proposed to the Lenders and the Administrative Agent (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced (each each, a “Replaced Loan”) and the Administrative Agent Controlling Lender has consented in writing to such replacement in its sole and absolute discretion; (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereofControlling Lender) on the date of substitution; (iii) the sum of the OLB Outstanding Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB Outstanding Balance of the Replaced Loans; (iv) after giving effect to any such substitutionsubstitution and any other substitution(s) or transfer(s) substantially contemporaneously therewith, the Availability is greater than or equal to $0no Borrowing Base Deficiency exists; (v) all representations and warranties of the Borrower contained in Section 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vi) the inclusion of any such Substitute Loan does not cause a Termination an Event of Default or Unmatured Termination Event Default to occur; (vii) except in the case of a substitution pursuant to Section 2.19(b2.15(b), such substitution shall be subject to the provisions of Section 2.222.18; (viii) each such substitution shall be subject to the applicable provisions of Section 2.242.20; and (ix) the Borrower shall deliver to the Administrative Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, in connection with such substitution, deliver the related Required Loan Documents to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File to the Servicer3.2(j).

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (orEvent, if a Termination Event has occurred, the Administrative Agent has consented in its sole discretion), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 9.2 and subject to the other restrictions contained herein, replace any Mortgage Loan previously acquired by Buyer hereunder with one or more Eligible Mortgage Loans (each, each a “Substitute Mortgage Loan”); provided that that, no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitutionsubstitution or have otherwise been waived in writing by the Indenture Trustee: (i) the Borrower has recommended to the Administrative Agent (with a copy to the Trustee) in writing that the Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion; (iia) each Substitute Mortgage Loan is an Eligible Mortgage Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiib) the sum of the OLB outstanding loan balances of such Substitute Mortgage Loans shall be equal to or greater than the sum of the OLB outstanding loan balances of the Mortgage Loan to be replaced (each a “Replaced LoansLoan”); (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vc) all representations and warranties of the Borrower Seller contained in Section 4.1 and Section 4.2 ARTICLE V shall be true and correct as of the date of substitution of any such Substitute Mortgage Loan; (vid) the inclusion substitution of any such Substitute Mortgage Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viie) except no selection procedure adverse to the interests of Buyer or the Noteholders was utilized knowingly by Seller in the case selection of a substitution pursuant the Mortgage Loan to Section 2.19(b), such substitution shall be subject to replaced or the provisions of Section 2.22; (viii) each such substitution shall be subject to the applicable provisions of Section 2.24Substitute Mortgage Loan; and (ixf) the Borrower Seller shall deliver to the Administrative Agent and the Trustee Buyer on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, Seller shall in connection with such substitution, substitution deliver or cause to be delivered to the related Required Indenture Trustee the Mortgage Loan Documents related to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File to the Servicersuch Substitute Mortgage Loan.

Substitution of Loans. On any day so long as a Termination Event has not occurred (or, if a Termination Event has occurredprior to the occurrence of an Early Amortization Event, the Administrative Seller may, and upon the request of the Deal Agent has consented in its sole discretion), the Borrower mayshall, subject to the conditions set forth in this Section 2.19 and subject to the other restrictions contained herein2.9, replace any Loan subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Loan with one or more Eligible other Loans (each, a “"Substitute Loan”"); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Loan to be replaced (i) is a Defaulted Loan, (ii) has suffered a credit rating downgrading below 3 in accordance with the Borrower Servicer's internal credit scoring system, or (iii) has experienced a decline in its fair market value at least twenty-five (25%) percent compared to its Purchase Price; (b) the Seller has previously recommended to the Administrative Deal Agent (with a copy to the TrusteeCollateral Custodian) in writing that the Loan to be replaced should be replaced (each a “"Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion"); (iic) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitutionsubstitution having an approximate Outstanding Loan Balance equal to that of the Replaced Loan (with any difference paid in cash); (iiid) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of the (i) Purchase Limit and (ii) the sum of Capital Limit; (e) the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum lesser of (i) the OLB aggregate Outstanding Loan Balance of the Replaced LoansLoans and (ii) the amount necessary to prevent the occurrence of a Trigger Event; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vf) all representations and warranties of the Borrower Seller contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vig) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination an Early Amortization Event to occur; (vii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject to the provisions of Section 2.22; (viii) each such substitution shall be subject to the applicable provisions of Section 2.24; and (ixh) the Borrower Seller shall deliver to the Administrative Deal Agent and the Trustee on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, in connection with any such substitution, deliver the related Required Loan Documents Deal Agent as agent for the Secured Parties shall, automatically and without further action, be deemed to transfer to the Trustee Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as agent for the Secured Parties in, to and under such Replaced Loans, and the Deal Agent as agent for the Secured Parties shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. The Deal Agent, as agent for the Purchasers, shall, at the sole expense of the Servicer execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the transfer of such Replaced Loan pursuant to this Section. Any right of the Deal Agent as agent for the Secured Parties to substitute any Loan in accordance with the Asset Pool pursuant to this Section 3.2(c) 2.9 shall be in addition to, and deliver without limitation of, any other rights and remedies that the related Servicing File Deal Agent as agent for the Secured Parties or any Secured Party may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of; any Loan pursuant to the Servicerterms of this Agreement.

Substitution of Loans. On any day so long as prior to the occurrence of a Termination Event has not occurred (or, if a and after the Termination Event has occurred, Date at the Administrative Agent has consented in its sole discretiondiscretion of the Buyer), the Borrower Seller may, subject to the conditions set forth in this Section 2.19 7.2 and subject to the other restrictions contained herein, replace any Loan included in the Purchased Assets with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ia) the Borrower Seller has recommended to the Administrative Agent Buyer (with a copy to the TrusteeDeal Agent and the Collateral Custodian) in writing that the Loan included in the Purchased Assets to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (iib) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iiic) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (vd) all representations and warranties of the Borrower Seller contained in Section Sections 4.1 and Section 4.2 shall be true and correct as of the date of substitution of any such Substitute Loan; (vie) the inclusion substitution of any such Substitute Loan does not cause a Termination Event or Unmatured Termination Event to occur; (viif) except in as of any date of determination, the case sum of a substitution pursuant to Section 2.19(b), the Outstanding Loan Balances of all Substitute Loans does not exceed 20% of the highest Aggregate Outstanding Loan Balance of any month during the 12 month period immediately preceding such substitution shall be subject to the provisions date of Section 2.22determination; (viiig) each such substitution shall be as of any date of determination, the sum of the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans, Charged-Off Loans and Loans subject to a Warranty Event shall not exceed 10% of the applicable provisions highest Aggregate Outstanding Loan Balance of Section 2.24any month during the 12 month period immediately preceding such date of determination; (h) the remaining maturity of the Substitute Loan is less than or equal to the remaining maturity of the Replaced Loan; (i) the Weighted Average Life of such Substitute Loan is less than or equal to that of the Replaced Loan; (j) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Seller’s portfolio; (k) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and related Collateral to the Buyer shall have been taken as of or prior to the Substitution Date; (l) the Eligible Risk Rating of the Substitute Loan is equal to or higher than the Replaced Loan; (m) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; (n) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Loan to be replaced and reconveyed to the Originator in exchange for such Substitute Loan; and (ixo) the Borrower Seller shall deliver to the Administrative Agent and the Trustee Buyer on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Borrower shall, Seller shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents. In connection with any such substitution, deliver the related Required Loan Documents Buyer, shall, automatically and without further action, be deemed to transfer to the Trustee Seller, free and clear of any Lien created in accordance with Section 3.2(c) favor of the Buyer, all of the right, title and deliver interest of the related Servicing File Buyer, in, to the Servicerand under such Replaced Loan, but without any representation and warranty of any kind, express or implied.

Substitution of Loans. On any day so long as a Termination Event has not occurred Business Day during the Revolving Period (or, if a Termination Event has occurred, and after the Administrative Agent has consented in its sole discretionRevolving Period at the discretion of the Initial Noteholder), the Borrower Depositor may, subject to the conditions set forth in this Section 2.19 3.05 and subject to the other restrictions contained herein, replace any Transferred Loan with one or more Eligible Loans (each, a “Substitute Loan”); , provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (i) the Borrower Depositor has recommended to the Administrative Agent Initial Noteholder (with a copy to the TrusteeIndenture Trustee and the Collateral Custodian) in writing that the Transferred Loan to be replaced should be replaced (each a “Replaced Loan”) and the Administrative Agent has consented in writing to such replacement in its sole and absolute discretion); (ii) each Substitute Loan is an Eligible Loan (including having been approved by the Administrative Agent in accordance with clause (a) of the definition thereof) on the date of substitution; (iii) the sum of the OLB aggregate Outstanding Loan Balance of such Substitute Loans shall be equal to or greater than the sum of the OLB aggregate Outstanding Loan Balance of the Replaced Loans; (iv) after giving effect to any such substitution, the Availability is greater than or equal to $0; (v) all representations and warranties of the Borrower contained in Section 4.1 and Section 4.2 3.03 shall be true and correct as of the date of substitution of any such Substitute Loan; (viv) the inclusion substitution of any such Substitute Loan does not cause a Termination Default, a Trigger Event or Unmatured Termination an Event of Default to occur; (vi) after giving effect to the proposed substitution, the sum of the Outstanding Loan Balances of all Substitute Loans does not exceed 15% of the highest Aggregate Outstanding Loan Balance for any month during the 12 month period immediately preceding the applicable date of determination (or such lesser number of months as shall have elapsed as of such date of determination); (vii) except in the case of a substitution pursuant to Section 2.19(b), such substitution shall be subject after giving effect to the provisions proposed substitution, the sum of Section 2.22the Outstanding Loan Balances of all Substitute Loans substituted for Defaulted Loans and Charged-Off Loans shall not exceed 10% of the highest Aggregate Outstanding Loan Balance for any month during the 12 month period immediately preceding the applicable date of determination (or such lesser number of months as shall have elapsed as of such date of determination); (viii) each such substitution shall be subject the remaining maturity of the Substitute Loan is less than or equal to the applicable provisions remaining maturity of Section 2.24; andthe Replaced Loan; (ix) the Borrower Weighted Average Life of such Substitute Loan is less than or equal to that of the Replaced Loan; (x) no adverse selection procedures shall have been employed in the selection of such Substitute Loan from the Originator’s portfolio; (xi) all actions or additional actions (if any) necessary to perfect the security interest and assignment of such Substitute Loan and Related Property constituting part of the Purchased Assets related to such Substitute Loan to the Issuer and the Grant of a security interest therein to the Indenture Trustee shall have been taken as of or prior to the Substitution Date; (xii) the Eligible Risk Rating of the Obligor relating to the Substitute Loan is equal to or better than that of the Obligor relating to the Replaced Loan; (xiii) the Loan Rate on the Substitute Loan is not less than the Loan Rate on the Replaced Loan; (xiv) the total interest rate (inclusive of any deferred interest component) of the Substitute Loan is greater than or equal to the total interest rate on the Transferred Loan to be replaced and reconveyed to the Depositor in exchange for such Substitute Loan; and (xv) the Depositor shall deliver to the Administrative Agent and Initial Noteholder (with a copy to the Trustee Indenture Trustee) on the date of such substitution (i) a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such datedate and (ii) a Borrowing Base Certificate (including a calculation of the Availability after giving effect to such substitution). In addition, the Borrower shall, Depositor shall in connection with such substitution deliver to the Collateral Custodian the related Loan Documents and shall pay to each Hedge Counterparty, as applicable, all Hedge Breakage Costs, if any, incurred in connection with the substitution of such Transferred Loan pursuant to this Section 3.05 and the termination of any Hedge Transactions, in whole or in part, in connection therewith. In connection with any such substitution, deliver the related Required Loan Documents Indenture Trustee, on behalf of Noteholders, shall, automatically and without further action (unless otherwise necessary or requested by the Issuer or the Servicer), be deemed to transfer to the Trustee in accordance with Section 3.2(c) and deliver the related Servicing File Issuer (for transfer to the ServicerDepositor), free and clear of any Lien created by the Indenture, all of the right, title and interest of the Indenture Trustee, on behalf of the Noteholders, in, to and under such Replaced Loan, but without any representation and warranty of any kind, express or implied.