Common use of Substitution of Receivables Clause in Contracts

Substitution of Receivables. (a) Whenever the Seller is required to repurchase Concentration Receivables, Defaulted Receivables, or Ineligible Receivables pursuant to subsection 2.7(b), 2.10 or 2.11, respectively, the Seller may, subject to the terms hereof, in lieu of making such repurchase, substitute one or more Eligible Receivables (each, a "Substituted Receivable") therefor on the Settlement Date on which the repurchase is required to be made; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. The option of the Seller to substitute one or more Substituted Receivables for any Receivables as aforesaid is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Substituted Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Receivable (each, replaced Receivable, a "Removed Receivable"), or if the Final Payment Date of the Substituted Receivable is after that of the Removed Receivable, then only that portion of the Principal Balance of such proposed Substituted Receivable which is scheduled to be paid on or prior to the Final Payment Date of the Removed Receivable shall be included as a Substituted Receivable. Defaulted Receivables shall be replaced with Substituted Receivables prior to replacement of Ineligible Receivables or Concentration Receivables with Substituted Receivables and, in each case, shall be replaced with Substituted Receivables in the following order of priority: (i) first, with Substituted Receivables which are 25% Repurchase Receivables, (ii) second, with Substituted Receivables which are 75% Repurchase Receivables, and (iii) third, with Substituted Receivables which are 90% Repurchase Receivables. The making of such substitution shall be subject to the satisfaction of the conditions set forth in paragraphs subsection 5.2, including, without limitation, the delivery of an Assignment and, if applicable, an FAA Assignment or Foreign Assignment. (b) If the Repurchase Price of the Removed Receivable proposed to be replaced by one or more Substituted Receivables is greater than the aggregate Principal Balances of such Substituted Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Repurchase Price of such Removed Receivable is less than the aggregate Principal Balances of the corresponding Substituted Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Substituted Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Substituted Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Substituted Receivable is an Extended Term Receivable, then such Substituted Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Substituted Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Substituted Receivable. Substitution for a Defaulted Receivable shall not reduce the Repurchase Obligation. (c) If a Dissenting Purchaser holds an undivided interest in any Removed Receivable then: (i) if such Removed Receivable is an Ineligible Receivable or a Concentration Receivable, the Seller shall pay to the Managing Facility Agent for the account of such Dissenting Purchaser an amount equal to the sum of (A) the product of such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times the Outstanding Balance for such Removed Receivable and (B) if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract; and (ii) if such Removed Receivable is a Defaulted Receivable, (A) and if the aggregate Available Commitments in effect on the Settlement Date on which such substitution is to be made exceed an amount equal to (x) the Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times (y) the Outstanding Balance for such Removed Receivable (the "Dissenting Purchaser's Share"), each Purchaser other than a Dissenting Purchaser shall be deemed to purchase its Commitment Percentage of the Dissenting Purchaser's Share by making funds therefor available to the Managing Facility Agent for the account of such Dissenting Purchaser on the Settlement Date on which such substitution is proposed to be made; provided that such purchases shall be subject to the satisfaction of the conditions set forth in subsection 5.2 and, in connection therewith, the Seller shall be deemed to have made the representations and warranties set forth in subsection 4.2 with respect to the Purchased Receivables constituting the Dissenting Purchaser's Share as if the Seller were selling such Receivables to the Purchasers on such Settlement Date; or (B) if for any reason a purchase cannot be made pursuant to the foregoing clause (A), the Seller shall repurchase, up to the amount of the Repurchase Obligation on the date of such 55 purchase, such Dissenting Purchaser's Share on such Settlement Date up to such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) of the Aggregate Repurchase Obligation in effect on such Settlement Date (in each case after giving effect to purchases, substitutions and repurchases on such Settlement Date) plus, if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's Commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. It is understood that determinations of the Repurchase Obligation with respect to a Dissenting Purchaser pursuant to this subsection 2.13(c)(ii) shall be, with respect to a L/C Receivable, made on the Settlement Date on which such determination is made in accordance with the definitions of the terms "90% Repurchase Receivable" and "25% Repurchase Receivable" and the status of such L/C Receivable at such Settlement Date. (d) Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be made on the Settlement Date on which the related substitution of Receivables is to be made. (e) On any Settlement Date (other than a Special Settlement Date) the Seller may, with the consent of the Managing Facility Agent, substitute a Lease Receivable which is an Eligible Receivable (a "Substituted Lease Receivable") for a Lease Receivable (other than a Lease Receivable which is a Defaulted Receivable, a Concentration Receivable or an Ineligible Receivable) which was previously sold or substituted hereunder (a "Replaced Lease Receivable") if the Seller, in the ordinary course of business and in accordance with the Credit and Collection Policy, is entering into a new Contract with the same Person which is the Obligor under the Contract related to such Replaced Lease Receivable (or an Affiliate of such Person); provided that during the Amortization Period the prior consent of the Majority Purchasers shall be required to effect any such substitution; provided, further, that if a Remittance Event has occurred and is continuing and if the Principal Balance of a Substituted Lease Receivable is less than the Principal Balance of the Replaced Lease Receivable such substitution shall occur only on a Settlement Date and within two Business Days after such substitution is made, the Seller shall deposit into the Concentration Account an amount equal to the difference between the Outstanding Balance of the Replaced Lease Receivable and the Purchase Price of the Substituted Lease Receivable. The Settlement Statement with respect to the Settlement Period in which such substitution occurs (or the Settlement Statement delivered with respect to the Settlement Date on which such substitution occurs, in the case of substitutions made on a Settlement Date in accordance with the final proviso of the preceding sentence) shall contain the information required thereby with respect to such substitution. Upon such substitution, the Principal Balance of the Replaced Lease Receivable shall be deemed to be reduced to zero. The provisions of subsection 2.13(b) (except for the first sentence thereof) shall apply as if a Replaced Lease Receivable and a Substituted Lease Receivable are, respectively, a Removed Receivable and a Substituted Receivable and the provisions of subsection 2.13(c)(i) (A) (without regard to clause (B) of subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a Removed Receivable; provided that, in accordance with subsection 2.13(d) and notwithstanding the date of substitution of a Substituted Lease Receivable in accordance with this subsection 2.13(e), payments shall be made to the Dissenting Purchaser with respect to a Substituted Lease Receivable on the Settlement Date related to the Settlement Statement which contains information with respect to such substitution. The making of such substitution shall be subject to the satisfaction of the conditions set forth in subsection 5.2, including in each case, without limitation, the delivery of an Assignment and FAA Assignment or a Foreign Assignment, as applicable, with respect to each such Substituted Lease Receivable on or before the Business Day such Substituted Lease Receivable is substituted. (f) On any Settlement Date (other than a Special Settlement Date) the Managing Facility Agent may, notwithstanding the provisions of subsection 11.1 or any other provision regarding the Purchasers' rights to consent to substitutions, without the consent of any of the Purchasers, allow the Seller to substitute an Eligible Receivable (a "Current Receivable") for an Eligible Receivable a payment under which is more than 30 days past due from the original due date therefor, but which is not otherwise a Defaulted Receivable; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. In addition to the consent of the Managing Facility Agent required by the immediately preceding sentence, the Seller's permission to substitute one or more Current Receivables for any Delinquent Receivables is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Current Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Delinquent Receivable or if the Final Payment Date of the Current Receivable is after that of the replaced Delinquent Receivable, then only that portion of the Principal Balance of such proposed Current Receivable which is scheduled to be paid on or prior to the Final Payment Date of the replaced Delinquent Receivable shall be included as a Purchased Receivable. If the Principal Balance of the Delinquent Receivable proposed to be replaced by one or more Current Receivables is greater than the aggregate Principal Balances of such Current Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Principal Balance of such Delinquent Receivable is less than the aggregate Principal Balances of the corresponding Current Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Current Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Current Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Current Receivable is an Extended Term Receivable, then such Current Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Current Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Current Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Current Receivable. Substitution for a Delinquent Receivable shall not reduce the Repurchase Obligation.

Substitution of Receivables. (a) Whenever the Seller is required to repurchase Concentration Receivables, Defaulted Receivables, or Ineligible Receivables pursuant to subsection 2.7(b), 2.10 or 2.11, respectively, the Seller may, subject to the terms hereof, in lieu of making such repurchase, substitute one or more Eligible Receivables (each, a "Substituted Receivable") therefor on the Settlement Date on which the repurchase is required to be made; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. The option of the Seller to substitute one or more Substituted Receivables for any Receivables as aforesaid is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Substituted Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Receivable (each, replaced Receivable, a "Removed Receivable"), or if the Final Payment Date of the Substituted Receivable is after that of the Removed Receivable, then only that portion of the Principal Balance of such proposed Substituted Receivable which is scheduled to be paid on or prior to the Final Payment Date of the Removed Receivable shall be included as a Substituted Receivable. Defaulted Receivables shall be replaced with Substituted Receivables prior to replacement of Ineligible Receivables or Concentration Receivables with Substituted Receivables and, in each case, shall be replaced with Substituted Receivables in the following order of priority: (i) first, with Substituted Receivables which are 25% Repurchase Receivables, (ii) second, with Substituted Receivables which are 75% Repurchase Receivables, and (iii) third, with Substituted Receivables which are 90% Repurchase Receivables. The making of such substitution shall be subject to the satisfaction of the conditions set forth in paragraphs subsection 5.2, including, without limitation, the delivery of an Assignment and, if applicable, an FAA Assignment or Foreign Assignment. (b) If the Repurchase Price of the Removed Receivable proposed to be replaced by one or more Substituted Receivables is greater than the aggregate Principal Balances of such Substituted Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Repurchase Price of such Removed Receivable is less than the aggregate Principal Balances of the corresponding Substituted Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Substituted Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Substituted Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Substituted Receivable is an Extended Term Receivable, then such Substituted Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Substituted Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Substituted Receivable. Substitution for a Defaulted Receivable shall not reduce the Repurchase Obligation. (c) If a Dissenting Purchaser holds an undivided interest in any Removed Receivable then: (i) if such Removed Receivable is an Ineligible Receivable or a Concentration Receivable, the Seller shall pay to the Managing Facility Agent for the account of such Dissenting Purchaser an amount equal to the sum of (A) the product of such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times the Outstanding Balance for such Removed Receivable and (B) if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract; and (ii) if such Removed Receivable is a Defaulted Receivable, (A) and if the aggregate Available Commitments in effect on the Settlement Date on which such substitution is to be made exceed an amount equal to (x) the Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times (y) the Outstanding Balance for such Removed Receivable (the "Dissenting Purchaser's Share"), each Purchaser other than a Dissenting Purchaser shall be deemed to purchase its Commitment Percentage of the Dissenting Purchaser's Share by making funds therefor available to the Managing Facility Agent for the account of such Dissenting Purchaser on the Settlement Date on which such substitution is proposed to be made; provided that such purchases shall be subject to the satisfaction of the conditions set forth in subsection 5.2 and, in connection therewith, the Seller shall be deemed to have made the representations and warranties set forth in subsection 4.2 with respect to the Purchased Receivables constituting the Dissenting Purchaser's Share as if the Seller were selling such Receivables to the Purchasers on such Settlement Date; or (B) if for any reason a purchase cannot be made pursuant to the foregoing clause (A), the Seller shall repurchase, up to the amount of the Repurchase Obligation on the date of such 55 purchase, such Dissenting Purchaser's Share on such Settlement Date up to such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) of the Aggregate Repurchase Obligation in effect on such Settlement Date (in each case after giving effect to purchases, substitutions and repurchases on such Settlement Date) plus, if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's Commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. It is understood that determinations of the Repurchase Obligation with respect to a Dissenting Purchaser pursuant to this subsection 2.13(c)(ii) shall be, with respect to a L/C Receivable, made on the Settlement Date on which such determination is made in accordance with the definitions of the terms "90% Repurchase Receivable" and "25% Repurchase Receivable" and the status of such L/C Receivable at such Settlement Date. (d) Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be made on the Settlement Date on which the related substitution of Receivables is to be made. (e) On any Settlement Date (other than a Special Settlement Date) the Seller may, with the consent of the Managing Facility Agent, substitute a Lease Receivable which is an Eligible Receivable (a "Substituted Lease Receivable") for a Lease Receivable (other than a Lease Receivable which is a Defaulted Receivable, a Concentration Receivable or an Ineligible Receivable) which was previously sold or substituted hereunder (a "Replaced Lease Receivable") if the Seller, in the ordinary course of business and in accordance with the Credit and Collection Policy, is entering into a new Contract with the same Person which is the Obligor under the Contract related to such Replaced Lease Receivable (or an Affiliate of such Person); provided that during the Amortization Period the prior consent of the Majority Purchasers shall be required to effect any such substitution; provided, further, that if a Remittance Event has occurred and is continuing and if the Principal Balance of a Substituted Lease Receivable is less than the Principal Balance of the Replaced Lease Receivable such substitution shall occur only on a Settlement Date and within two Business Days after such substitution is made, the Seller shall deposit into the Concentration Account an amount equal to the difference between the Outstanding Balance of the Replaced Lease Receivable and the Purchase Price of the Substituted Lease Receivable. The Settlement Statement with respect to the Settlement Period in which such substitution occurs (or the Settlement Statement delivered with respect to the Settlement Date on which such substitution occurs, in the case of substitutions made on a Settlement Date in accordance with the final proviso of the preceding sentence) shall contain the information required thereby with respect to such substitution. Upon such substitution, the Principal Balance of the Replaced Lease Receivable shall be deemed to be reduced to zero. The provisions of subsection 2.13(b) (except for the first sentence thereof) shall apply as if a Replaced Lease Receivable and a Substituted Lease Receivable are, respectively, a Removed Receivable and a Substituted Receivable and the provisions of subsection 2.13(c)(i) (A) (without regard to clause (B) of subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a Removed Receivable; provided that, in accordance with subsection 2.13(d) and notwithstanding the date of substitution of a Substituted Lease Receivable in accordance with this subsection 2.13(e), payments shall be made to the Dissenting Purchaser with respect to a Substituted Lease Receivable on the Settlement Date related to the Settlement Statement which contains information with respect to such substitution. The making of such substitution shall be subject to the satisfaction of the conditions set forth in subsection 5.2, including in each case, without limitation, the delivery of an Assignment and FAA Assignment or a Foreign Assignment, as applicable, with respect to each such Substituted Lease Receivable on or before the Business Day such Substituted Lease Receivable is substituted. (f) On any Settlement Date (other than a Special Settlement Date) the Managing Facility Agent may, notwithstanding the provisions of subsection 11.1 or any other provision regarding the Purchasers' rights to consent to substitutions, without the consent of any of the Purchasers, allow the Seller to substitute an Eligible Receivable (a "Current Receivable") for an Eligible Receivable a payment under which is more than 30 days past due from the original due date therefor, but which is not otherwise a Defaulted Receivable; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. In addition to the consent of the Managing Facility Agent required by the immediately preceding sentence, the Seller's permission to substitute one or more Current Receivables for any Delinquent Receivables is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Current Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Delinquent Receivable or if the Final Payment Date of the Current Receivable is after that of the replaced Delinquent Receivable, then only that portion of the Principal Balance of such proposed Current Receivable which is scheduled to be paid on or prior to the Final Payment Date of the replaced Delinquent Receivable shall be included as a Purchased Receivable. If the Principal Balance of the Delinquent Receivable proposed to be replaced by one or more Current Receivables is greater than the aggregate Principal Balances of such Current Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Principal Balance of such Delinquent Receivable is less than the aggregate Principal Balances of the corresponding Current Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Current Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Current Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Current Receivable is an Extended Term Receivable, then such Current Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Current Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Current Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Current Receivable. Substitution for a Delinquent Receivable shall not reduce the Repurchase Obligation.

Substitution of Receivables. (a) Whenever On any day during the Seller is required to repurchase Concentration Receivables, Defaulted Receivables, or Ineligible Receivables pursuant to subsection 2.7(b), 2.10 or 2.11, respectivelyRevolving Period, the Seller may, subject SPV may replace any Pool Receivable which has been pledged to the terms hereof, in lieu of making such repurchase, substitute Facility Agent hereunder with one or more Eligible Receivables (together with any Pool Receivable replaced in accordance with Section 6.5(b), each, a "Substituted “Substitute Receivable") therefor on the Settlement Date on which the repurchase is required to be made”); provided that the Settlement Statement delivered on the Reporting Date prior to provided, that, no such Settlement Date replacement shall contain the information required thereby with respect to such proposed substitution. The option occur unless each of the Seller to substitute one or more Substituted Receivables for any Receivables as aforesaid is subject to the following conditions precedent: is satisfied as of the date of such replacement and substitution (such date, the “Substitution Date”): (i) no Trigger Amortization Event the SPV has occurred and is then continuingrecommended to the Facility Agent (with a copy to the Servicer) in writing that the Pool Receivable to be replaced should be replaced (each, a “Replaced Receivable”); (ii) if such substitution occurs during the Amortization Periodeach Substitute Receivable is of similar terms, interest rate and provided that no Trigger Amortization Event has occurred dollar value and is then continuing, an Eligible Receivable on the Majority Purchasers have approved such substitution and Substitution Date; (iii) either after giving effect to any such substitution, the Substituted Receivable has a Final Payment Date which is aggregate outstanding principal amount of all the Loans does not after exceed the Final Payment Date lesser of (A) the Facility Limit and (B) the Borrowing Base then in effect; (iv) all representations and warranties of the replaced Receivable (each, replaced Receivable, a "Removed Receivable"), or if SPV contained in the Final Payment Date Transaction Documents shall be true and correct as of the Substituted Substitution Date, except to the extent relating to an earlier date; (v) the substitution of any Substitute Receivable is after does not cause a Termination Event or Potential Termination Event to occur; (vi) the SPV shall deliver to the Facility Agent on the Substitution Date a certificate of a responsible officer certifying that each of the Removed Receivable, then only that portion foregoing is true and correct as of such date; and (vii) the aggregate principal amount of all Pool Receivables which have become Substitute Receivables hereunder because the Replaced Receivable was a Defaulted Receivable does not exceed 10% of the Principal Outstanding Balance (measured as of the applicable Cut-Off Date) of the Pool Receivables contributed or transferred pursuant to the First Tier Agreement as of such proposed Substituted Receivable which is scheduled to be paid on or prior to the Final Payment Date of the Removed Receivable shall be included as a Substituted Receivable. Defaulted Receivables shall be replaced with Substituted Receivables prior to replacement of Ineligible Receivables or Concentration Receivables with Substituted Receivables and, in each case, shall be replaced with Substituted Receivables in the following order of priority: (i) first, with Substituted Receivables which are 25% Repurchase Receivables, (ii) second, with Substituted Receivables which are 75% Repurchase Receivables, and (iii) third, with Substituted Receivables which are 90% Repurchase Receivables. The making of such substitution shall be subject to the satisfaction of the conditions set forth in paragraphs subsection 5.2, including, without limitation, the delivery of an Assignment and, if applicable, an FAA Assignment or Foreign AssignmentSubstitution Date. (b) If On any day after the Repurchase Price occurrence of the Removed Receivable proposed to be replaced by one or more Substituted Receivables is greater than Amortization Date (and after a Termination Event, at the aggregate Principal Balances discretion of such Substituted Receivablesthe Facility Agent), the Seller SPV may provide a Substitute Receivable for a Replaced Receivable; provided, that, no such replacement shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Repurchase Price of such Removed Receivable is less than the aggregate Principal Balances occur unless each of the corresponding Substituted Receivable or Receivables, during the Revolving Period the Seller may, so long following conditions is satisfied as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Substituted Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Substituted Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Substituted Receivable is an Extended Term Receivable, then such Substituted Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Substituted Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Substituted Receivable. related Substitution for a Defaulted Receivable shall not reduce the Repurchase Obligation. (c) If a Dissenting Purchaser holds an undivided interest in any Removed Receivable then:Date; (i) if such Removed the SPV has recommended to the Facility Agent (with a copy to the Servicer) in writing that the Replaced Receivable to be replaced should be replaced; (ii) each Substitute Receivable is of similar terms, interest rate and dollar value and is an Ineligible Eligible Receivable or a Concentration Receivableon the Substitution Date; (iii) after giving effect to any such substitution, the Seller shall pay to aggregate outstanding principal amount of all the Managing Facility Agent for Loans does not exceed the account of such Dissenting Purchaser an amount equal to the sum lesser of (A) the product of such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times the Outstanding Balance for such Removed Receivable Facility Limit and (B) if a Trigger Amortization Event has occurred the Borrowing Base then in effect; (iv) all representations and is continuingwarranties of the SPV contained in the Transaction Documents shall be true and correct as of the Substitution Date, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent relating to an earlier date; (without duplicationv) the substitution of any payment made pursuant Substitute Receivable does not cause a Termination Event or Potential Termination Event to subsection 2.18 for occur; (vi) the Settlement Period during which SPV shall deliver to the Facility Agent on the Substitution Date a certificate of a responsible officer certifying that each of the foregoing is true and correct as of such interest accrued and was not paid by date; (vii) the Obligor under such Contract; and (ii) if such Removed Receivable is a Defaulted Receivable, (A) and if the aggregate Available Commitments in effect on the Settlement Date on which such substitution is to be made exceed an amount equal to (x) the Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times (y) the Outstanding Balance for such Removed Receivable (the "Dissenting Purchaser's Share"), each Purchaser other than a Dissenting Purchaser shall be deemed to purchase its Commitment Percentage of the Dissenting Purchaser's Share by making funds therefor available to the Managing Facility Agent for the account of such Dissenting Purchaser on the Settlement Date on which such substitution is proposed to be made; provided that such purchases shall be subject to the satisfaction of the conditions set forth in subsection 5.2 and, in connection therewith, the Seller shall be deemed to have made the representations and warranties set forth in subsection 4.2 with respect to such Replaced Receivable has not given notice of or otherwise indicated an intention to prepay all or any portion of such Replaced Receivable; (viii) the Purchased Receivables constituting the Dissenting Purchaser's Share as if the Seller were selling such Receivables to the Purchasers on such Settlement Date; or (B) if for any reason a purchase cannot be made pursuant to the foregoing clause (A), the Seller shall repurchase, up to the aggregate principal amount of the Repurchase Obligation on the date of such 55 purchase, such Dissenting Purchaser's Share on such Settlement Date up to such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) of the Aggregate Repurchase Obligation in effect on such Settlement Date (in each case after giving effect to purchases, substitutions and repurchases on such Settlement Date) plus, if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's Commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during all Pool Receivables which such interest accrued and was not paid by the Obligor under such Contract. It is understood that determinations of the Repurchase Obligation with respect to a Dissenting Purchaser pursuant to this subsection 2.13(c)(ii) shall be, with respect to a L/C Receivable, made on the Settlement Date on which such determination is made in accordance with the definitions of the terms "90% Repurchase Receivable" and "25% Repurchase Receivable" and the status of such L/C Receivable at such Settlement Date. (d) Any repurchases of have become Substitute Receivables made pursuant to subsection 2.13(c) shall be made on the Settlement Date on which the related substitution of Receivables is to be made. (e) On any Settlement Date (other than a Special Settlement Date) the Seller may, with the consent of the Managing Facility Agent, substitute a Lease Receivable which is an Eligible Receivable (a "Substituted Lease Receivable") for a Lease Receivable (other than a Lease Receivable which is a Defaulted Receivable, a Concentration Receivable or an Ineligible Receivable) which was previously sold or substituted hereunder (a "Replaced Lease Receivable") if the Seller, in the ordinary course of business and in accordance with the Credit and Collection Policy, is entering into a new Contract with the same Person which is the Obligor under the Contract related to such Replaced Lease Receivable (or an Affiliate of such Person); provided that during following the Amortization Period the prior consent Date does not exceed 10% of the Majority Purchasers shall be required to effect any such substitution; provided, further, that if a Remittance Event has occurred and is continuing and if the Principal Balance of a Substituted Lease Receivable is less than the Principal Balance of the Replaced Lease Receivable such substitution shall occur only on a Settlement Date and within two Business Days after such substitution is made, the Seller shall deposit into the Concentration Account an amount equal to the difference between the Outstanding Balance of the Replaced Lease Receivable and the Purchase Price Pool Receivables as of the Substituted Lease Receivable. The Settlement Statement with respect to Amortization Date; and (ix) the Settlement Period in aggregate principal amount of all Pool Receivables which such substitution occurs (or the Settlement Statement delivered with respect to the Settlement Date on which such substitution occurs, in the case of substitutions made on a Settlement Date in accordance with the final proviso have become Substitute Receivables because they were Defaulted Receivables does not exceed 10% of the preceding sentence) shall contain the information required thereby with respect to such substitution. Upon such substitution, the Principal Outstanding Balance of the Replaced Lease Receivable shall be deemed to be reduced to zero. The provisions of subsection 2.13(b) (except for the first sentence thereof) shall apply as if a Replaced Lease Receivable and a Substituted Lease Receivable are, respectively, a Removed Receivable and a Substituted Receivable and the provisions of subsection 2.13(c)(i) (A) (without regard to clause (B) of subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a Removed Receivable; provided that, in accordance with subsection 2.13(d) and notwithstanding the date of substitution of a Substituted Lease Receivable in accordance with this subsection 2.13(e), payments shall be made Pool Receivables contributed or transferred pursuant to the Dissenting Purchaser with respect to a Substituted Lease Receivable on the Settlement Date related to the Settlement Statement which contains information with respect to such substitution. The making of such substitution shall be subject to the satisfaction of the conditions set forth in subsection 5.2, including in each case, without limitation, the delivery of an Assignment and FAA Assignment or a Foreign Assignment, as applicable, with respect to each such Substituted Lease Receivable on or before the Business Day such Substituted Lease Receivable is substitutedFirst Tier Agreement. (f) On any Settlement Date (other than a Special Settlement Date) the Managing Facility Agent may, notwithstanding the provisions of subsection 11.1 or any other provision regarding the Purchasers' rights to consent to substitutions, without the consent of any of the Purchasers, allow the Seller to substitute an Eligible Receivable (a "Current Receivable") for an Eligible Receivable a payment under which is more than 30 days past due from the original due date therefor, but which is not otherwise a Defaulted Receivable; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. In addition to the consent of the Managing Facility Agent required by the immediately preceding sentence, the Seller's permission to substitute one or more Current Receivables for any Delinquent Receivables is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Current Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Delinquent Receivable or if the Final Payment Date of the Current Receivable is after that of the replaced Delinquent Receivable, then only that portion of the Principal Balance of such proposed Current Receivable which is scheduled to be paid on or prior to the Final Payment Date of the replaced Delinquent Receivable shall be included as a Purchased Receivable. If the Principal Balance of the Delinquent Receivable proposed to be replaced by one or more Current Receivables is greater than the aggregate Principal Balances of such Current Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Principal Balance of such Delinquent Receivable is less than the aggregate Principal Balances of the corresponding Current Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Current Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Current Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Current Receivable is an Extended Term Receivable, then such Current Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Current Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Current Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Current Receivable. Substitution for a Delinquent Receivable shall not reduce the Repurchase Obligation.

Substitution of Receivables. (a) Whenever On any day prior to the Seller is required to repurchase Concentration Receivables, Defaulted Receivables, or Ineligible Receivables pursuant to subsection 2.7(b), 2.10 or 2.11, respectivelyoccurrence of the Termination Date, the Seller Pledgors may, subject to the terms hereofconditions set forth in this Section 2.16, in lieu of making such repurchase, substitute replace any Receivable with one or more Eligible other Receivables (each, a "Substituted Substitute Receivable") therefor on the Settlement Date on which the repurchase is required to be made); provided provided, however, that the Settlement Statement delivered on the Reporting Date prior to no such Settlement Date replacement shall contain the information required thereby with respect to such proposed substitution. The option occur unless each of the Seller to substitute one or more Substituted Receivables for any Receivables as aforesaid is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Substituted Receivable has a Final Payment Date which is not after the Final Payment Date satisfied as of the replaced Receivable date of such replacement and substitution by the Substitute Receivables to be substituted on such date (each, replaced Receivable, a "Removed Receivable"), or if it being understood that for all purposes hereunder the Final Payment Date of the Substituted Receivable is after that of the Removed Receivable, then only that portion of the Principal Outstanding Balance of such proposed a Substituted Receivable which is scheduled to be paid on or prior to the Final Payment Date of the Removed Receivable shall be included as a Substituted Receivable. Defaulted Receivables shall be replaced with Substituted Receivables prior to replacement of Ineligible Receivables or Concentration Receivables with Substituted Receivables and, in each case, shall be replaced with Substituted Receivables in calculated using the following order of priority: (i) first, with Substituted Receivables which are 25% Repurchase Receivables, (ii) second, with Substituted Receivables which are 75% Repurchase Receivables, and (iii) third, with Substituted Receivables which are 90% Repurchase Receivables. The making of such substitution shall be subject same Discount Rate applicable to the satisfaction of the conditions set forth in paragraphs subsection 5.2, including, without limitation, the delivery of Receivable being replaced): (a) each Substitute Receivable is an Assignment and, if applicable, an FAA Assignment or Foreign Assignment.Eligible Receivable; (b) If after giving effect to any such substitution, (x) the Repurchase Price sum of the Removed Receivable proposed Net Investment plus, in the case where the Pledged Interest is held by the Agent on behalf of the Company, the Interest Component of all outstanding related Commercial Paper, would not exceed the Facility Limit and (y) the Net Investment would not exceed the Maximum Net Investment; (c) the aggregate Outstanding Balance of such Substitute Receivables shall be equal to be replaced by one or more Substituted Receivables is greater than the aggregate Principal Balances of such Substituted Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Repurchase Price of such Removed Receivable is less than the aggregate Principal Balances Required Pay-off Amount as of the corresponding Substituted Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent date of the Available Commitmentssubstitution of the Receivables being replaced; (d) the sum of the Outstanding Balances as of the respective dates of substitution of all of the Receivables substituted for under this Agreement, other than any Receivable that at the time of substitution was subject to a Deemed Collection pursuant to subsection 2.2. If such excess is Section 2.9 shall not purchased for any reason cause the 10% limitation set forth in this Agreement, then each Substituted Receivable able the last paragraph of Section 2.9 to be substituted to the fullest extent shall first be substituted and any remaining Substituted Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Substituted Receivable is an Extended Term Receivable, then such Substituted Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Substituted Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Substituted Receivable. Substitution for a Defaulted Receivable shall not reduce the Repurchase Obligation.exceeded; (ce) If a Dissenting Purchaser holds an undivided interest in any Removed Receivable then: (i) if such Removed Receivable is an Ineligible Receivable or a Concentration Receivable, the Seller shall pay to the Managing Facility Agent for the account of such Dissenting Purchaser an amount equal to the sum of (A) the product of such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times the Outstanding Balance for such Removed Receivable and (B) if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract; and (ii) if such Removed Receivable is a Defaulted Receivable, (A) and if the aggregate Available Commitments in effect on the Settlement Date on which such substitution is to be made exceed an amount equal to (x) the Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times (y) the Outstanding Balance for such Removed Receivable (the "Dissenting Purchaser's Share"), each Purchaser other than a Dissenting Purchaser shall be deemed to purchase its Commitment Percentage of the Dissenting Purchaser's Share by making funds therefor available to the Managing Facility Agent for the account of such Dissenting Purchaser on the Settlement Date on which such substitution is proposed to be made; provided that such purchases shall be subject to the satisfaction of the conditions set forth in subsection 5.2 and, in connection therewith, the Seller shall be deemed to have made the all representations and warranties set forth contained in subsection 4.2 Section 3.1 shall be true and correct with respect to each such Substitute Receivable; (f) such substitution does not cause a Termination Event to occur; (g) the Purchased Receivables constituting the Dissenting Purchaser's Share as if the Seller were selling such Receivables Pledgors shall deliver to the Purchasers on such Settlement Date; or (B) if for any reason a purchase cannot be made pursuant to the foregoing clause (A), the Seller shall repurchase, up to the amount of the Repurchase Obligation Agent on the date of such 55 purchase, such Dissenting Purchaser's Share on such Settlement Date up to such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) substitution a Pledge Certificate certifying that each of the Aggregate Repurchase Obligation in effect on foregoing is true and correct as of such Settlement Date date; (in h) each case Receivable substituted for (except for Receivables subject to a Deemed Collection or that are not Eligible Receivables) must be at least 60 days past due; and (i) after giving effect to purchases, substitutions and repurchases on such Settlement Date) plus, if a Trigger Amortization Event has occurred and is continuingsubstitution the Pledgors will be in compliance with the requirements of Section 2.15. In connection with any such substitution or any reassignment pursuant to Section 2.9, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's Commitment terminated) of accrued Agent shall, automatically and unpaid interest on such Removed Receivable at the rate under the related Contract except without further action, be deemed to transfer to the extent (without duplication) appropriate Pledgors, free and clear of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. It is understood that determinations of the Repurchase Obligation with respect to a Dissenting Purchaser Adverse Claim created pursuant to this subsection 2.13(c)(ii) shall beAgreement, with respect to a L/C Receivable, made on the Settlement Date on which such determination is made in accordance with the definitions all of the terms "90% Repurchase Receivable" right, title and "25% Repurchase Receivable" interest of the Agent to and under such replaced Receivable and all Related Security, and the status of such L/C Receivable at such Settlement Date. (d) Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be made on the Settlement Date on which the related substitution of Receivables is to be made. (e) On any Settlement Date (other than a Special Settlement Date) the Seller may, with the consent of the Managing Facility Agent, substitute a Lease Receivable which is an Eligible Receivable (a "Substituted Lease Receivable") for a Lease Receivable (other than a Lease Receivable which is a Defaulted Receivable, a Concentration Receivable or an Ineligible Receivable) which was previously sold or substituted hereunder (a "Replaced Lease Receivable") if the Seller, in the ordinary course of business and in accordance with the Credit and Collection Policy, is entering into a new Contract with the same Person which is the Obligor under the Contract related to such Replaced Lease Receivable (or an Affiliate of such Person); provided that during the Amortization Period the prior consent of the Majority Purchasers shall be required to effect any such substitution; provided, further, that if a Remittance Event has occurred and is continuing and if the Principal Balance of a Substituted Lease Receivable is less than the Principal Balance of the Replaced Lease Receivable such substitution shall occur only on a Settlement Date and within two Business Days after such substitution is made, the Seller shall deposit into the Concentration Account an amount equal to the difference between the Outstanding Balance of the Replaced Lease Receivable and the Purchase Price of the Substituted Lease Receivable. The Settlement Statement with respect to the Settlement Period in which such substitution occurs (or the Settlement Statement delivered with respect to the Settlement Date on which such substitution occurs, in the case of substitutions made on a Settlement Date in accordance with the final proviso of the preceding sentence) shall contain the information required thereby with respect to such substitution. Upon such substitution, the Principal Balance of the Replaced Lease Receivable Agent shall be deemed to be reduced to zero. The provisions of subsection 2.13(b) (except for the first sentence thereof) shall apply as if a Replaced Lease Receivable represent and a Substituted Lease Receivable are, respectively, a Removed Receivable and a Substituted Receivable and the provisions of subsection 2.13(c)(i) (A) (without regard to clause (B) of subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a Removed Receivable; provided that, in accordance with subsection 2.13(d) and notwithstanding the date of substitution of a Substituted Lease Receivable in accordance with this subsection 2.13(e), payments shall be made to the Dissenting Purchaser with respect to a Substituted Lease Receivable on the Settlement Date related to the Settlement Statement which contains information with respect to such substitution. The making of such substitution shall be subject to the satisfaction of the conditions set forth in subsection 5.2, including in each case, without limitation, the delivery of an Assignment and FAA Assignment or a Foreign Assignment, as applicable, with respect to each such Substituted Lease Receivable on or before the Business Day such Substituted Lease Receivable is substituted. (f) On any Settlement Date (other than a Special Settlement Date) the Managing Facility Agent may, notwithstanding the provisions of subsection 11.1 or any other provision regarding the Purchasers' rights to consent to substitutions, without the consent of any of the Purchasers, allow the Seller to substitute an Eligible Receivable (a "Current Receivable") for an Eligible Receivable a payment under which is more than 30 days past due from the original due date therefor, but which is not otherwise a Defaulted Receivable; provided warrant that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. In addition to the consent of the Managing Facility Agent required by the immediately preceding sentence, the Seller's permission to substitute one or more Current Receivables for any Delinquent Receivables is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Current Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Delinquent Receivable or if the Final Payment Date of the Current Receivable is after that of the replaced Delinquent Receivable, then only that portion of the Principal Balance of such proposed Current Receivable which is scheduled to be paid on or prior to the Final Payment Date of the replaced Delinquent Receivable shall be included as a Purchased Receivable. If the Principal Balance of the Delinquent Receivable proposed to be replaced by one or more Current Receivables is greater than the aggregate Principal Balances of such Current Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Principal Balance of such Delinquent Receivable is less than the aggregate Principal Balances of the corresponding Current Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Current Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Current Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Current Receivable is an Extended Term Receivable, then such Current Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Current Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Current Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Current Receivable. Substitution for a Delinquent Receivable shall not reduce the Repurchase Obligation.it

Substitution of Receivables. On any day prior to the occurrence of a Termination Event (a) Whenever and after a Termination Event, at the Seller is required to repurchase Concentration Receivables, Defaulted Receivables, or Ineligible Receivables pursuant to subsection 2.7(bdiscretion of the Facility Agent), 2.10 or 2.11, respectively, the Seller may, subject applicable SPV may replace any Pool Receivable which has been pledged by it to the terms hereof, in lieu of making such repurchase, substitute Facility Agent hereunder with one or more Eligible Receivables (each, a "Substituted “Substitute Receivable") therefor on the Settlement Date on which the repurchase is required to be made”); provided that the Settlement Statement delivered on the Reporting Date prior to provided, that, no such Settlement Date replacement shall contain the information required thereby with respect to such proposed substitution. The option occur unless each of the Seller to substitute one or more Substituted Receivables for any Receivables as aforesaid is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Substituted Receivable has a Final Payment Date which is not after the Final Payment Date satisfied as of the replaced Receivable (each, replaced Receivable, a "Removed Receivable"), or if the Final Payment Date of the Substituted Receivable is after that of the Removed Receivable, then only that portion of the Principal Balance of such proposed Substituted Receivable which is scheduled to be paid on or prior to the Final Payment Date of the Removed Receivable shall be included as a Substituted Receivable. Defaulted Receivables shall be replaced with Substituted Receivables prior to replacement of Ineligible Receivables or Concentration Receivables with Substituted Receivables and, in each case, shall be replaced with Substituted Receivables in the following order of priority: (i) first, with Substituted Receivables which are 25% Repurchase Receivables, (ii) second, with Substituted Receivables which are 75% Repurchase Receivables, and (iii) third, with Substituted Receivables which are 90% Repurchase Receivables. The making of such substitution shall be subject to the satisfaction of the conditions set forth in paragraphs subsection 5.2, including, without limitation, the delivery of an Assignment and, if applicable, an FAA Assignment or Foreign Assignment. (b) If the Repurchase Price of the Removed Receivable proposed to be replaced by one or more Substituted Receivables is greater than the aggregate Principal Balances of such Substituted Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Repurchase Price of such Removed Receivable is less than the aggregate Principal Balances of the corresponding Substituted Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Substituted Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Substituted Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Substituted Receivable is an Extended Term Receivable, then such Substituted Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of such replacement and substitution of (such Substituted Receivable and (ii) during date, the continuance of a Rating Event, ten years after the date of substitution of such Substituted Receivable. “Substitution for a Defaulted Receivable shall not reduce the Repurchase Obligation. (c) If a Dissenting Purchaser holds an undivided interest in any Removed Receivable then:Date”): (i) if such Removed SPV has recommended to the Facility Agent (with a copy to the Servicer) in writing that the Pool Receivable to be replaced should be replaced (each, a “Replaced Receivable”); (ii) each Substitute Receivable is an Ineligible Eligible Receivable or a Concentration Receivableon the Substitution Date; (iii) after giving effect to any such substitution, (w) the Seller shall pay to Aggregate Outstanding Loan Amount does not exceed the Managing Facility Agent for the account of such Dissenting Purchaser an amount equal to the sum lesser of (A) the product of such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times the Outstanding Balance for such Removed Receivable Facility Limit and (B) if a Trigger Amortization Event has occurred the Aggregate Borrowing Base then in effect, (x) no Borrowing Base Deficit shall exist, (y) the aggregate outstanding principal amount of the U.S. Loans does not exceed the U.S. Loan Commitment, and is continuing(z) the aggregate outstanding principal amount of the Canadian Loans does not exceed the Canadian Loan Commitment. (iv) all representations and warranties of such SPV contained in the Transaction Documents shall be true and correct as of the Substitution Date, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent relating to an earlier date; (without duplicationv) the substitution of any payment made pursuant Substitute Receivable does not cause a Termination Event or Potential Termination Event to subsection 2.18 for occur; (vi) such SPV shall deliver to the Settlement Period during which Facility Agent on the Substitution Date a certificate of a responsible officer certifying that each of the foregoing is true and correct as of such interest accrued and was not paid by the Obligor under such Contractdate; and (iivii) if such Removed Receivable is a Defaulted Receivable, (A) and if the aggregate Available Commitments in effect on the Settlement Date on principal amount of all Pool Receivables owned by such SPV which such substitution is to be made exceed an amount equal to have become Substitute Receivables hereunder (x) the Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times (y) the Outstanding Balance for such Removed Receivable (the "Dissenting Purchaser's Share"), each Purchaser other than a Dissenting Purchaser shall be deemed to purchase its Commitment Percentage measured as of the Dissenting Purchaser's Share by making funds therefor available to the Managing Facility Agent for the account Substitution Date of such Dissenting Purchaser on the Settlement Date on which such substitution is proposed to be made; provided that such purchases shall be subject to the satisfaction Receivables) does not exceed 10% of the conditions set forth in subsection 5.2 and, in connection therewith, Net Book Value (measured as of the Seller shall be deemed applicable Cut-Off Date) of the Pool Receivables contributed or transferred to have made the representations and warranties set forth in subsection 4.2 with respect to the Purchased Receivables constituting the Dissenting Purchaser's Share as if the Seller were selling such Receivables to the Purchasers on such Settlement Date; or (B) if for any reason a purchase cannot be made SPV pursuant to the foregoing clause (A), the Seller shall repurchase, up to the amount of the Repurchase Obligation on the date applicable First Tier Agreement as of such 55 purchase, such Dissenting Purchaser's Share on such Settlement Date up to such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) of the Aggregate Repurchase Obligation in effect on such Settlement Date (in each case after giving effect to purchases, substitutions and repurchases on such Settlement Date) plus, if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's Commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. It is understood that determinations of the Repurchase Obligation with respect to a Dissenting Purchaser pursuant to this subsection 2.13(c)(ii) shall be, with respect to a L/C Receivable, made on the Settlement Date on which such determination is made in accordance with the definitions of the terms "90% Repurchase Receivable" and "25% Repurchase Receivable" and the status of such L/C Receivable at such Settlement Substitution Date. (d) Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be made on the Settlement Date on which the related substitution of Receivables is to be made. (e) On any Settlement Date (other than a Special Settlement Date) the Seller may, with the consent of the Managing Facility Agent, substitute a Lease Receivable which is an Eligible Receivable (a "Substituted Lease Receivable") for a Lease Receivable (other than a Lease Receivable which is a Defaulted Receivable, a Concentration Receivable or an Ineligible Receivable) which was previously sold or substituted hereunder (a "Replaced Lease Receivable") if the Seller, in the ordinary course of business and in accordance with the Credit and Collection Policy, is entering into a new Contract with the same Person which is the Obligor under the Contract related to such Replaced Lease Receivable (or an Affiliate of such Person); provided that during the Amortization Period the prior consent of the Majority Purchasers shall be required to effect any such substitution; provided, further, that if a Remittance Event has occurred and is continuing and if the Principal Balance of a Substituted Lease Receivable is less than the Principal Balance of the Replaced Lease Receivable such substitution shall occur only on a Settlement Date and within two Business Days after such substitution is made, the Seller shall deposit into the Concentration Account an amount equal to the difference between the Outstanding Balance of the Replaced Lease Receivable and the Purchase Price of the Substituted Lease Receivable. The Settlement Statement with respect to the Settlement Period in which such substitution occurs (or the Settlement Statement delivered with respect to the Settlement Date on which such substitution occurs, in the case of substitutions made on a Settlement Date in accordance with the final proviso of the preceding sentence) shall contain the information required thereby with respect to such substitution. Upon such substitution, the Principal Balance of the Replaced Lease Receivable shall be deemed to be reduced to zero. The provisions of subsection 2.13(b) (except for the first sentence thereof) shall apply as if a Replaced Lease Receivable and a Substituted Lease Receivable are, respectively, a Removed Receivable and a Substituted Receivable and the provisions of subsection 2.13(c)(i) (A) (without regard to clause (B) of subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a Removed Receivable; provided that, in accordance with subsection 2.13(d) and notwithstanding the date of substitution of a Substituted Lease Receivable in accordance with this subsection 2.13(e), payments shall be made to the Dissenting Purchaser with respect to a Substituted Lease Receivable on the Settlement Date related to the Settlement Statement which contains information with respect to such substitution. The making of such substitution shall be subject to the satisfaction of the conditions set forth in subsection 5.2, including in each case, without limitation, the delivery of an Assignment and FAA Assignment or a Foreign Assignment, as applicable, with respect to each such Substituted Lease Receivable on or before the Business Day such Substituted Lease Receivable is substituted. (f) On any Settlement Date (other than a Special Settlement Date) the Managing Facility Agent may, notwithstanding the provisions of subsection 11.1 or any other provision regarding the Purchasers' rights to consent to substitutions, without the consent of any of the Purchasers, allow the Seller to substitute an Eligible Receivable (a "Current Receivable") for an Eligible Receivable a payment under which is more than 30 days past due from the original due date therefor, but which is not otherwise a Defaulted Receivable; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. In addition to the consent of the Managing Facility Agent required by the immediately preceding sentence, the Seller's permission to substitute one or more Current Receivables for any Delinquent Receivables is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Current Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Delinquent Receivable or if the Final Payment Date of the Current Receivable is after that of the replaced Delinquent Receivable, then only that portion of the Principal Balance of such proposed Current Receivable which is scheduled to be paid on or prior to the Final Payment Date of the replaced Delinquent Receivable shall be included as a Purchased Receivable. If the Principal Balance of the Delinquent Receivable proposed to be replaced by one or more Current Receivables is greater than the aggregate Principal Balances of such Current Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Principal Balance of such Delinquent Receivable is less than the aggregate Principal Balances of the corresponding Current Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Current Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Current Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Current Receivable is an Extended Term Receivable, then such Current Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Current Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Current Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Current Receivable. Substitution for a Delinquent Receivable shall not reduce the Repurchase Obligation.

Substitution of Receivables. On any day prior to the occurrence of a Termination Event (a) Whenever and after a Termination Event, at the Seller is required to repurchase Concentration Receivables, Defaulted Receivables, or Ineligible Receivables pursuant to subsection 2.7(bdiscretion of the Facility Agent), 2.10 or 2.11, respectively, the Seller may, subject SPV may replace any Pool Receivable which has been pledged to the terms hereof, in lieu of making such repurchase, substitute Facility Agent hereunder with one or more Eligible Receivables (each, a "Substituted “Substitute Receivable") therefor on the Settlement Date on which the repurchase is required to be made”); provided that the Settlement Statement delivered on the Reporting Date prior to provided, that, no such Settlement Date replacement shall contain the information required thereby with respect to such proposed substitution. The option occur unless each of the Seller to substitute one or more Substituted Receivables for any Receivables as aforesaid is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Substituted Receivable has a Final Payment Date which is not after the Final Payment Date satisfied as of the replaced Receivable (each, replaced Receivable, a "Removed Receivable"), or if the Final Payment Date of the Substituted Receivable is after that of the Removed Receivable, then only that portion of the Principal Balance date of such proposed Substituted replacement and substitution (such date the “Substitution Date”): (a) the SPV has recommended to the Facility Agent (with a copy to the Servicer) in writing that the Pool Receivable which is scheduled to be paid on or prior to the Final Payment Date of the Removed Receivable shall be included as a Substituted Receivable. Defaulted Receivables shall replaced should be replaced with Substituted Receivables prior to replacement of Ineligible Receivables or Concentration Receivables with Substituted Receivables and, in (each case, shall be replaced with Substituted Receivables in the following order of priority: (i) first, with Substituted Receivables which are 25% Repurchase Receivables, (ii) second, with Substituted Receivables which are 75% Repurchase Receivables, and (iii) third, with Substituted Receivables which are 90% Repurchase Receivables. The making of such substitution shall be subject to the satisfaction of the conditions set forth in paragraphs subsection 5.2, including, without limitation, the delivery of an Assignment and, if applicable, an FAA Assignment or Foreign Assignment.a “Replaced Receivable”); (b) If the Repurchase Price of the Removed Receivable proposed to be replaced by one or more Substituted Receivables is greater than the aggregate Principal Balances of such Substituted Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Repurchase Price of such Removed Receivable is less than the aggregate Principal Balances of the corresponding Substituted Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Substituted Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Substituted Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Substituted Substitute Receivable is an Extended Term ReceivableEligible Receivable on the Substitution Date; (c) after giving effect to any such substitution, then such Substituted Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be deemed to be, initially, aggregate outstanding principal amount of all the Loans does not exceed the lesser of (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Substituted Receivable Facility Limit and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Substituted Receivable. Substitution for a Defaulted Receivable shall not reduce the Repurchase Obligation.Borrowing Base then in effect; (cd) If a Dissenting Purchaser holds an undivided interest all representations and warranties of the SPV contained in any Removed Receivable then: (i) if such Removed Receivable is an Ineligible Receivable or a Concentration Receivablethe Transaction Documents shall be true and correct as of the Substitution Date, the Seller shall pay to the Managing Facility Agent for the account of such Dissenting Purchaser an amount equal to the sum of (A) the product of such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times the Outstanding Balance for such Removed Receivable and (B) if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent relating to an earlier date; (without duplicatione) the substitution of any payment made pursuant Substitute Receivable does not cause a Termination Event or Potential Termination Event to subsection 2.18 for occur; (f) the Settlement Period during which SPV shall deliver to the Facility Agent on the Substitution Date a certificate of a responsible officer certifying that each of the foregoing is true and correct as of such interest accrued and was not paid by the Obligor under such Contractdate; and (iig) if such Removed Receivable is a Defaulted Receivable, (A) and if the aggregate Available Commitments in effect on the Settlement Date on principal amount of all Pool Receivables which such substitution is to be made exceed an amount equal to have become Substitute Receivables hereunder (x) the Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times (y) the Outstanding Balance for such Removed Receivable (the "Dissenting Purchaser's Share"), each Purchaser other than a Dissenting Purchaser shall be deemed to purchase its Commitment Percentage measured as of the Dissenting Purchaser's Share by making funds therefor available to the Managing Facility Agent for the account Substitution Date of such Dissenting Purchaser on the Settlement Date on which such substitution is proposed to be made; provided that such purchases shall be subject to the satisfaction Receivables) does not exceed 10% of the conditions set forth in subsection 5.2 and, in connection therewith, the Seller shall be deemed to have made the representations and warranties set forth in subsection 4.2 with respect to the Purchased Receivables constituting the Dissenting Purchaser's Share as if the Seller were selling such Receivables to the Purchasers on such Settlement Date; or (B) if for any reason a purchase cannot be made pursuant to the foregoing clause (A), the Seller shall repurchase, up to the amount of the Repurchase Obligation on the date of such 55 purchase, such Dissenting Purchaser's Share on such Settlement Date up to such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) of the Aggregate Repurchase Obligation in effect on such Settlement Date (in each case after giving effect to purchases, substitutions and repurchases on such Settlement Date) plus, if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's Commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. It is understood that determinations of the Repurchase Obligation with respect to a Dissenting Purchaser pursuant to this subsection 2.13(c)(ii) shall be, with respect to a L/C Receivable, made on the Settlement Date on which such determination is made in accordance with the definitions of the terms "90% Repurchase Receivable" and "25% Repurchase Receivable" and the status of such L/C Receivable at such Settlement Date. (d) Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be made on the Settlement Date on which the related substitution of Receivables is to be made. (e) On any Settlement Date (other than a Special Settlement Date) the Seller may, with the consent of the Managing Facility Agent, substitute a Lease Receivable which is an Eligible Receivable (a "Substituted Lease Receivable") for a Lease Receivable (other than a Lease Receivable which is a Defaulted Receivable, a Concentration Receivable or an Ineligible Receivable) which was previously sold or substituted hereunder (a "Replaced Lease Receivable") if the Seller, in the ordinary course of business and in accordance with the Credit and Collection Policy, is entering into a new Contract with the same Person which is the Obligor under the Contract related to such Replaced Lease Receivable (or an Affiliate of such Person); provided that during the Amortization Period the prior consent of the Majority Purchasers shall be required to effect any such substitution; provided, further, that if a Remittance Event has occurred and is continuing and if the Principal Balance of a Substituted Lease Receivable is less than the Principal Balance of the Replaced Lease Receivable such substitution shall occur only on a Settlement Date and within two Business Days after such substitution is made, the Seller shall deposit into the Concentration Account an amount equal to the difference between the Outstanding Balance of the Replaced Lease Receivable and the Purchase Price of the Substituted Lease Receivable. The Settlement Statement with respect Pool Receivables contributed or transferred pursuant to the Settlement Period in which such substitution occurs (or the Settlement Statement delivered with respect to the Settlement Date on which such substitution occurs, in the case of substitutions made on a Settlement Date in accordance with the final proviso of the preceding sentence) shall contain the information required thereby with respect to such substitution. Upon such substitution, the Principal Balance of the Replaced Lease Receivable shall be deemed to be reduced to zero. The provisions of subsection 2.13(b) (except for the first sentence thereof) shall apply First Tier Agreement as if a Replaced Lease Receivable and a Substituted Lease Receivable are, respectively, a Removed Receivable and a Substituted Receivable and the provisions of subsection 2.13(c)(i) (A) (without regard to clause (B) of subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a Removed Receivable; provided that, in accordance with subsection 2.13(d) and notwithstanding the date of substitution of a Substituted Lease Receivable in accordance with this subsection 2.13(e), payments shall be made to the Dissenting Purchaser with respect to a Substituted Lease Receivable on the Settlement Date related to the Settlement Statement which contains information with respect to such substitution. The making of such substitution shall be subject to the satisfaction of the conditions set forth in subsection 5.2, including in each case, without limitation, the delivery of an Assignment and FAA Assignment or a Foreign Assignment, as applicable, with respect to each such Substituted Lease Receivable on or before the Business Day such Substituted Lease Receivable is substitutedSubstitution Date. (f) On any Settlement Date (other than a Special Settlement Date) the Managing Facility Agent may, notwithstanding the provisions of subsection 11.1 or any other provision regarding the Purchasers' rights to consent to substitutions, without the consent of any of the Purchasers, allow the Seller to substitute an Eligible Receivable (a "Current Receivable") for an Eligible Receivable a payment under which is more than 30 days past due from the original due date therefor, but which is not otherwise a Defaulted Receivable; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. In addition to the consent of the Managing Facility Agent required by the immediately preceding sentence, the Seller's permission to substitute one or more Current Receivables for any Delinquent Receivables is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Current Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Delinquent Receivable or if the Final Payment Date of the Current Receivable is after that of the replaced Delinquent Receivable, then only that portion of the Principal Balance of such proposed Current Receivable which is scheduled to be paid on or prior to the Final Payment Date of the replaced Delinquent Receivable shall be included as a Purchased Receivable. If the Principal Balance of the Delinquent Receivable proposed to be replaced by one or more Current Receivables is greater than the aggregate Principal Balances of such Current Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Principal Balance of such Delinquent Receivable is less than the aggregate Principal Balances of the corresponding Current Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Current Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Current Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Current Receivable is an Extended Term Receivable, then such Current Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Current Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Current Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Current Receivable. Substitution for a Delinquent Receivable shall not reduce the Repurchase Obligation.

Substitution of Receivables. (a) Whenever the Seller is --------------------------- required or permitted in accordance with the terms of this Agreement to repurchase Concentration Receivables, Defaulted Receivables, Delinquent Receivables or Ineligible Receivables pursuant to subsection 2.7(b), 2.10 2.10, 2.10A or 2.11, respectively, the Seller may, subject to the terms hereof, in lieu of making such repurchase, substitute one or more Eligible Receivables (each, a "Substituted Receivable") therefor on the Settlement Date on which the ---------------------- repurchase is required to be made; provided that the Settlement Statement -------- delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. The option of the Seller to substitute one or more Substituted Receivables for any Receivables as aforesaid is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution, (iii) if the substitution is of a Delinquent Receivable pursuant to Section 2.10A, the Managing Facility Agent has consented to such substitution and (iiiiv) either the Substituted Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Receivable (each, replaced Receivable, a "Removed Receivable"), or if the Final ------------------ Payment Date of the Substituted Receivable is after that of the Removed Receivable, then only that portion of the Principal Balance of such proposed Substituted Receivable which is scheduled to be paid on or prior to the Final Payment Date of the Removed Receivable shall be included as a Substituted Receivable. All Defaulted Receivables Receivables, then all Delinquent Receivables, shall be replaced with Substituted Receivables prior to replacement of Ineligible Receivables or Concentration Receivables with Substituted Receivables and, in each case, shall be replaced with Substituted Receivables in the following order of priority: (i) first, with Substituted Receivables which are 25% Repurchase ----- Receivables, (ii) second, with Substituted Receivables which are 75% Repurchase ------ Receivables, and (iii) third, with Substituted Receivables which are 90% ----- Repurchase Receivables. The making of such substitution shall be subject to the satisfaction of the conditions set forth in paragraphs subsection 5.2, including, without limitation, the delivery of an Assignment and, if applicable, an FAA Assignment or Foreign Assignment. (b) If the Repurchase Price of the Removed Receivable proposed to be replaced by one or more Substituted Receivables is greater than the aggregate Principal Balances of such Substituted Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Repurchase Price of such Removed Receivable is less than the aggregate Principal Balances of the corresponding Substituted Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Substituted Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Substituted Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Substituted Receivable is an Extended Term Receivable, then such Substituted Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Substituted Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Substituted Receivable. Substitution for a Defaulted Receivable shall not reduce the Aggregate Repurchase Obligation. (c) If a Dissenting Purchaser holds an undivided interest in any Removed Receivable then: (i) if such Removed Receivable is an Ineligible Receivable, a Delinquent Receivable or a Concentration Receivable, the Seller shall pay to the Managing Facility Agent for the account of such Dissenting Purchaser an amount equal to the sum of (A) the product of such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times the Outstanding Balance for such Removed Receivable and (B) if ----- a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's --- ---- commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract; and (ii) if such Removed Receivable is a Defaulted Receivable, (A) and if the aggregate Available Commitments in effect on the Settlement Date on which such substitution is to be made exceed an amount equal to (x) the Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times (y) the Outstanding Balance ----- for such Removed Receivable (the "Dissenting Purchaser's Share"), each Purchaser ---------------------------- other than a Dissenting Purchaser shall be deemed to purchase its Commitment Percentage of the Dissenting Purchaser's Share by making funds therefor available to the Managing Facility Agent for the account of such Dissenting Purchaser on the Settlement Date on which such substitution is proposed to be made; provided that such purchases shall be subject to the satisfaction of the -------- conditions set forth in subsection 5.2 and, in connection therewith, the Seller shall be deemed to have made the representations and warranties set forth in subsection 4.2 with respect to the Purchased Receivables constituting the Dissenting Purchaser's Share as if the Seller were selling such Receivables to the Purchasers on such Settlement Date; or (B) if for any reason a purchase cannot be made pursuant to the foregoing clause (A), the Seller shall repurchase, up to the amount of the RARC Repurchase Obligation on the date of such 55 purchase, such Dissenting Purchaser's Share on such Settlement Date up to such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) of the Aggregate Repurchase Obligation in effect on such Settlement Date (in each case after giving effect to purchases, substitutions and repurchases on such Settlement Date) plus, if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's --- ---- Commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. It is understood that determinations of the RARC Repurchase Obligation with respect to a Dissenting Purchaser pursuant to this subsection 2.13(c)(ii) shall be, with respect to a L/C Receivable, made on the Settlement Date on which such determination is made in accordance with the definitions of the terms "90% Repurchase Receivable" and "25% Repurchase Receivable" and the status of such L/C Receivable at such Settlement Date. (d) Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be made on the Settlement Date on which the related substitution of Receivables is to be made. (e) On any Settlement Date (other than a Special Settlement Date) the Seller may, with the consent of the Managing Facility Agent, substitute a Lease Receivable which is an Eligible Receivable (a "Substituted ----------- Lease Receivable") for a Lease Receivable (other than a Lease Receivable which ---------------- is a Defaulted Receivable, a Delinquent Receivable, a Concentration Receivable or an Ineligible Receivable) which was previously sold or substituted hereunder (a "Replaced Lease Receivable") if the Seller, in the ordinary course of ------------------------- business and in accordance with the Credit and Collection Policy, is entering into a new Contract with the same Person which is the Obligor under the Contract related to such Replaced Lease Receivable (or an Affiliate of such Person); provided that during the Amortization Period the prior consent of the Majority -------- Purchasers shall be required to effect any such substitution; provided, further, -------- ------- that if a Remittance Event has occurred and is continuing and if the Principal Balance of a Substituted Lease Receivable is less than the Principal Balance of the Replaced Lease Receivable such substitution shall occur only on a Settlement Date and within two Business Days after such substitution is made, the Seller shall deposit into the Concentration Account an amount equal to the difference between the Outstanding Balance of the Replaced Lease Receivable and the Purchase Price of the Substituted Lease Receivable. The Settlement Statement with respect to the Settlement Period in which such substitution occurs (or the Settlement Statement delivered with respect to the Settlement Date on which such substitution occurs, in the case of substitutions made on a Settlement Date in accordance with the final proviso of the preceding sentence) shall contain the information required thereby with respect to such substitution. Upon such substitution, the Principal Balance of the Replaced Lease Receivable shall be deemed to be reduced to zero. The provisions of subsection 2.13(b) (except for the first sentence thereof) shall apply as if a Replaced Lease Receivable and a Substituted Lease Receivable are, respectively, a Removed Receivable and a Substituted Receivable and the provisions of subsection 2.13(c)(i) (A) (without regard to clause (B) of subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a Removed Receivable; provided that, in accordance with -------- subsection 2.13(d) and notwithstanding the date of substitution of a Substituted Lease Receivable in accordance with this subsection 2.13(e), payments shall be made to the Dissenting Purchaser with respect to a Substituted Lease Receivable on the Settlement Date related to the Settlement Statement which contains information with respect to such substitution. The making of such substitution shall be subject to the satisfaction of the conditions set forth in subsection 5.2, including in each case, without limitation, the delivery of an Assignment and FAA Assignment or a Foreign Assignment, as applicable, with respect to each such Substituted Lease Receivable on or before the Business Day such Substituted Lease Receivable is substituted. (f) On any Settlement Date (other than a Special Settlement Date) the Managing Facility Agent may, notwithstanding the provisions of subsection 11.1 or any other provision regarding the Purchasers' rights to consent to substitutions, without the consent of any of the Purchasers, allow the Seller to substitute an Eligible Receivable (a "Current Receivable") for an Eligible Receivable a payment under which is more than 30 days past due from the original due date therefor, but which is not otherwise a Defaulted Receivable; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. In addition to the consent of the Managing Facility Agent required by the immediately preceding sentence, the Seller's permission to substitute one or more Current Receivables for any Delinquent Receivables is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Current Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Delinquent Receivable or if the Final Payment Date of the Current Receivable is after that of the replaced Delinquent Receivable, then only that portion of the Principal Balance of such proposed Current Receivable which is scheduled to be paid on or prior to the Final Payment Date of the replaced Delinquent Receivable shall be included as a Purchased Receivable. If the Principal Balance of the Delinquent Receivable proposed to be replaced by one or more Current Receivables is greater than the aggregate Principal Balances of such Current Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Principal Balance of such Delinquent Receivable is less than the aggregate Principal Balances of the corresponding Current Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Current Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Current Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Current Receivable is an Extended Term Receivable, then such Current Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Current Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Current Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Current Receivable. Substitution for a Delinquent Receivable shall not reduce the Repurchase Obligation.

Substitution of Receivables. (a) Whenever the Seller is required or permitted in accordance with the terms of this Agreement to repurchase Concentration Receivables, Defaulted Receivables, Delinquent Receivables or Ineligible Receivables pursuant to subsection 2.7(b), 2.10 2.10, 2.10A or 2.11, respectively, the Seller may, subject to the terms hereof, in lieu of making such repurchase, substitute one or more Eligible Receivables (each, a "Substituted Receivable") therefor on the Settlement Date on which the repurchase is required to be made; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. The option of the Seller to substitute one or more Substituted Receivables for any Receivables as aforesaid is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution, (iii) if the substitution is of a Delinquent Receivable pursuant to Section 2.10A, the Managing Facility Agent has consented to such substitution and (iiiiv) either the Substituted Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Receivable (each, replaced Receivable, a "Removed Receivable"), or if the Final Payment Date of the Substituted Receivable is after that of the Removed Receivable, then only that portion of the Principal Balance of such proposed Substituted Receivable which is scheduled to be paid on or prior to the Final Payment Date of the Removed Receivable shall be included as a Substituted Receivable. All Defaulted Receivables Receivables, then all Delinquent Receivables, shall be replaced with Substituted Receivables prior to replacement of Ineligible Receivables or Concentration Receivables with Substituted Receivables and, in each case, shall be replaced with Substituted Receivables in the following order of priority: (i) first, with Substituted Receivables which are 25% Repurchase Receivables, (ii) second, with Substituted Receivables which are 75% Repurchase Receivables, and (iii) third, with Substituted Receivables which are 90% Repurchase Receivables. The making of such substitution shall be subject to the satisfaction of the conditions set forth in paragraphs subsection 5.2, including, without limitation, the delivery of an Assignment and, if applicable, an FAA Assignment or Foreign Assignment. (b) If the Repurchase Price of the Removed Receivable proposed to be replaced by one or more Substituted Receivables is greater than the aggregate Principal Balances of such Substituted Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Repurchase Price of such Removed Receivable is less than the aggregate Principal Balances of the corresponding Substituted Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Substituted Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Substituted Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Substituted Receivable is an Extended Term Receivable, then such Substituted Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Substituted Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Substituted Receivable. Substitution for a Defaulted Receivable shall not reduce the Repurchase Obligation. (c) If a Dissenting Purchaser holds an undivided interest in any Removed Receivable then: (i) if such Removed Receivable is an Ineligible Receivable, a Delinquent Receivable or a Concentration Receivable, the Seller shall pay to the Managing Facility Agent for the account of such Dissenting Purchaser an amount equal to the sum of (A) the product of such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times the Outstanding Balance for such Removed Receivable and (B) if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract; and (ii) if such Removed Receivable is a Defaulted Receivable, (A) and if the aggregate Available Commitments in effect on the Settlement Date on which such substitution is to be made exceed an amount equal to (x) the Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times (y) the Outstanding Balance for such Removed Receivable (the "Dissenting Purchaser's Share"), each Purchaser other than a Dissenting Purchaser shall be deemed to purchase its Commitment Percentage of the Dissenting Purchaser's Share by making funds therefor available to the Managing Facility Agent for the account of such Dissenting Purchaser on the Settlement Date on which such substitution is proposed to be made; provided that such purchases shall be subject to the satisfaction of the conditions set forth in subsection 5.2 and, in connection therewith, the Seller shall be deemed to have made the representations and warranties set forth in subsection 4.2 with respect to the Purchased Receivables constituting the Dissenting Purchaser's Share as if the Seller were selling such Receivables to the Purchasers on such Settlement Date; or (B) if for any reason a purchase cannot be made pursuant to the foregoing clause (A), the Seller shall repurchase, up to the amount of the Repurchase Obligation on the date of such 55 purchase, such Dissenting Purchaser's Share on such Settlement Date up to such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) of the Aggregate Repurchase Obligation in effect on such Settlement Date (in each case after giving effect to purchases, substitutions and repurchases on such Settlement Date) plus, if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's Commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. It is understood that determinations of the Repurchase Obligation with respect to a Dissenting Purchaser pursuant to this subsection 2.13(c)(ii) shall be, with respect to a L/C 56 Receivable, made on the Settlement Date on which such determination is made in accordance with the definitions of the terms "90% Repurchase Receivable" and "25% Repurchase Receivable" and the status of such L/C Receivable at such Settlement Date. (d) Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be made on the Settlement Date on which the related substitution of Receivables is to be made. (e) On any Settlement Date (other than a Special Settlement Date) the Seller may, with the consent of the Managing Facility Agent, substitute a Lease Receivable which is an Eligible Receivable (a "Substituted Lease Receivable") for a Lease Receivable (other than a Lease Receivable which is a Defaulted Receivable, a Delinquent Receivable, a Concentration Receivable or an Ineligible Receivable) which was previously sold or substituted hereunder (a "Replaced Lease Receivable") if the Seller, in the ordinary course of business and in accordance with the Credit and Collection Policy, is entering into a new Contract with the same Person which is the Obligor under the Contract related to such Replaced Lease Receivable (or an Affiliate of such Person); provided that during the Amortization Period the prior consent of the Majority Purchasers shall be required to effect any such substitution; provided, further, that if a Remittance Event has occurred and is continuing and if the Principal Balance of a Substituted Lease Receivable is less than the Principal Balance of the Replaced Lease Receivable such substitution shall occur only on a Settlement Date and within two Business Days after such substitution is made, the Seller shall deposit into the Concentration Account an amount equal to the difference between the Outstanding Balance of the Replaced Lease Receivable and the Purchase Price of the Substituted Lease Receivable. The Settlement Statement with respect to the Settlement Period in which such substitution occurs (or the Settlement Statement delivered with respect to the Settlement Date on which such substitution occurs, in the case of substitutions made on a Settlement Date in accordance with the final proviso of the preceding sentence) shall contain the information required thereby with respect to such substitution. Upon such substitution, the Principal Balance of the Replaced Lease Receivable shall be deemed to be reduced to zero. The provisions of subsection 2.13(b) (except for the first sentence thereof) shall apply as if a Replaced Lease Receivable and a Substituted Lease Receivable are, respectively, a Removed Receivable and a Substituted Receivable and the provisions of subsection 2.13(c)(i) (A) (without regard to clause (B) of subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a Removed Receivable; provided that, in accordance with subsection 2.13(d) and notwithstanding the date of substitution of a Substituted Lease Receivable in accordance with this subsection 2.13(e), payments shall be made to the Dissenting Purchaser with respect to a Substituted Lease Receivable on the Settlement Date related to the Settlement Statement which contains information with respect to such substitution. The making of such substitution shall be subject to the satisfaction of the conditions set forth in subsection 5.2, including in each case, without limitation, the delivery of an Assignment and FAA Assignment or a Foreign Assignment, as applicable, with respect to each such Substituted Lease Receivable on or before the Business Day such Substituted Lease Receivable is substituted. (f) On any Settlement Date (other than a Special Settlement Date) the Managing Facility Agent may, notwithstanding the provisions of subsection 11.1 or any other provision regarding the Purchasers' rights to consent to substitutions, without the consent of any of the Purchasers, allow the Seller to substitute an Eligible Receivable (a "Current Receivable") for an Eligible Receivable a payment under which is more than 30 days past due from the original due date therefor, but which is not otherwise a Defaulted Receivable; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. In addition to the consent of the Managing Facility Agent required by the immediately preceding sentence, the Seller's permission to substitute one or more Current Receivables for any Delinquent Receivables is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Current Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Delinquent Receivable or if the Final Payment Date of the Current Receivable is after that of the replaced Delinquent Receivable, then only that portion of the Principal Balance of such proposed Current Receivable which is scheduled to be paid on or prior to the Final Payment Date of the replaced Delinquent Receivable shall be included as a Purchased Receivable. If the Principal Balance of the Delinquent Receivable proposed to be replaced by one or more Current Receivables is greater than the aggregate Principal Balances of such Current Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Principal Balance of such Delinquent Receivable is less than the aggregate Principal Balances of the corresponding Current Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Current Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Current Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Current Receivable is an Extended Term Receivable, then such Current Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Current Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Current Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Current Receivable. Substitution for a Delinquent Receivable shall not reduce the Repurchase Obligation.

Substitution of Receivables. On any day prior to the occurrence of a Termination Event (a) Whenever and after a Termination Event, at the Seller is required to repurchase Concentration Receivables, Defaulted Receivables, or Ineligible Receivables pursuant to subsection 2.7(bdiscretion of the Facility Agent), 2.10 or 2.11, respectively, the Seller may, subject SPV may replace any Pool Receivable which has been pledged to the terms hereof, in lieu of making such repurchase, substitute Facility Agent hereunder with one or more Eligible Receivables (each, a "Substituted “Substitute Receivable") therefor on the Settlement Date on which the repurchase is required to be made”); provided that the Settlement Statement delivered on the Reporting Date prior to provided, that, no such Settlement Date replacement shall contain the information required thereby with respect to such proposed substitution. The option occur unless each of the Seller to substitute one or more Substituted Receivables for any Receivables as aforesaid is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Substituted Receivable has a Final Payment Date which is not after the Final Payment Date satisfied as of the replaced Receivable (each, replaced Receivable, a "Removed Receivable"), or if the Final Payment Date of the Substituted Receivable is after that of the Removed Receivable, then only that portion of the Principal Balance date of such proposed Substituted replacement and substitution (such date the “Substitution Date”): (a) the SPV has recommended to the Facility Agent (with a copy to the Servicer) in writing that the Pool Receivable which is scheduled to be paid on or prior to the Final Payment Date of the Removed Receivable shall be included as a Substituted Receivable. Defaulted Receivables shall replaced should be replaced with Substituted Receivables prior to replacement of Ineligible Receivables or Concentration Receivables with Substituted Receivables and, in (each case, shall be replaced with Substituted Receivables in the following order of priority: (i) first, with Substituted Receivables which are 25% Repurchase Receivables, (ii) second, with Substituted Receivables which are 75% Repurchase Receivables, and (iii) third, with Substituted Receivables which are 90% Repurchase Receivables. The making of such substitution shall be subject to the satisfaction of the conditions set forth in paragraphs subsection 5.2, including, without limitation, the delivery of an Assignment and, if applicable, an FAA Assignment or Foreign Assignment.a “Replaced Receivable”); (b) If the Repurchase Price of the Removed Receivable proposed to be replaced by one or more Substituted Receivables is greater than the aggregate Principal Balances of such Substituted Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Repurchase Price of such Removed Receivable is less than the aggregate Principal Balances of the corresponding Substituted Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Substituted Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Substituted Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Substituted Substitute Receivable is an Extended Term ReceivableEligible Receivable on the Substitution Date; (c) after giving effect to any such substitution, then such Substituted Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be deemed to be, initially, aggregate outstanding principal amount of all the Loans does not exceed the lesser of (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Substituted Receivable Facility Limit and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Substituted Receivable. Substitution for a Defaulted Receivable shall not reduce the Repurchase Obligation.Borrowing Base then in effect; (cd) If a Dissenting Purchaser holds an undivided interest all representations and warranties of the SPV contained in any Removed Receivable then: (i) if such Removed Receivable is an Ineligible Receivable or a Concentration Receivablethe Transaction Documents shall be true and correct as of the Substitution Date, the Seller shall pay to the Managing Facility Agent for the account of such Dissenting Purchaser an amount equal to the sum of (A) the product of such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times the Outstanding Balance for such Removed Receivable and (B) if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent relating to an earlier date; (without duplicatione) the substitution of any payment made pursuant Substitute Receivable does not cause a Termination Event or Potential Termination Event to subsection 2.18 for occur; (f) the Settlement Period during which SPV shall deliver to the Facility Agent on the Substitution Date a certificate of a responsible officer certifying that each of the foregoing is true and correct as of such interest accrued and was not paid by the Obligor under such Contractdate; and (iig) if such Removed Receivable is a Defaulted Receivable, (A) and if the aggregate Available Commitments in effect on the Settlement Date on principal amount of all Pool Receivables which such substitution is to be made exceed an amount equal to have become Substitute Receivables hereunder (x) the Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times (y) the Outstanding Balance for such Removed Receivable (the "Dissenting Purchaser's Share"), each Purchaser other than a Dissenting Purchaser shall be deemed to purchase its Commitment Percentage measured as of the Dissenting Purchaser's Share by making funds therefor available to the Managing Facility Agent for the account Substitution Date of such Dissenting Purchaser on the Settlement Date on which such substitution is proposed to be made; provided that such purchases shall be subject to the satisfaction Receivables) does not exceed 10% of the conditions set forth in subsection 5.2 and, in connection therewith, Net Book Value of the Seller shall be deemed to have made the representations and warranties set forth in subsection 4.2 with respect to the Purchased Pool Receivables constituting the Dissenting Purchaser's Share as if the Seller were selling such Receivables to the Purchasers on such Settlement Date; contributed or (B) if for any reason a purchase cannot be made transferred pursuant to the foregoing clause (A), the Seller shall repurchase, up to the amount of the Repurchase Obligation on the date First Tier Agreement as of such 55 purchase, such Dissenting Purchaser's Share on such Settlement Date up to such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) of the Aggregate Repurchase Obligation in effect on such Settlement Date (in each case after giving effect to purchases, substitutions and repurchases on such Settlement Date) plus, if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's Commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. It is understood that determinations of the Repurchase Obligation with respect to a Dissenting Purchaser pursuant to this subsection 2.13(c)(ii) shall be, with respect to a L/C Receivable, made on the Settlement Date on which such determination is made in accordance with the definitions of the terms "90% Repurchase Receivable" and "25% Repurchase Receivable" and the status of such L/C Receivable at such Settlement Substitution Date. (d) Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be made on the Settlement Date on which the related substitution of Receivables is to be made. (e) On any Settlement Date (other than a Special Settlement Date) the Seller may, with the consent of the Managing Facility Agent, substitute a Lease Receivable which is an Eligible Receivable (a "Substituted Lease Receivable") for a Lease Receivable (other than a Lease Receivable which is a Defaulted Receivable, a Concentration Receivable or an Ineligible Receivable) which was previously sold or substituted hereunder (a "Replaced Lease Receivable") if the Seller, in the ordinary course of business and in accordance with the Credit and Collection Policy, is entering into a new Contract with the same Person which is the Obligor under the Contract related to such Replaced Lease Receivable (or an Affiliate of such Person); provided that during the Amortization Period the prior consent of the Majority Purchasers shall be required to effect any such substitution; provided, further, that if a Remittance Event has occurred and is continuing and if the Principal Balance of a Substituted Lease Receivable is less than the Principal Balance of the Replaced Lease Receivable such substitution shall occur only on a Settlement Date and within two Business Days after such substitution is made, the Seller shall deposit into the Concentration Account an amount equal to the difference between the Outstanding Balance of the Replaced Lease Receivable and the Purchase Price of the Substituted Lease Receivable. The Settlement Statement with respect to the Settlement Period in which such substitution occurs (or the Settlement Statement delivered with respect to the Settlement Date on which such substitution occurs, in the case of substitutions made on a Settlement Date in accordance with the final proviso of the preceding sentence) shall contain the information required thereby with respect to such substitution. Upon such substitution, the Principal Balance of the Replaced Lease Receivable shall be deemed to be reduced to zero. The provisions of subsection 2.13(b) (except for the first sentence thereof) shall apply as if a Replaced Lease Receivable and a Substituted Lease Receivable are, respectively, a Removed Receivable and a Substituted Receivable and the provisions of subsection 2.13(c)(i) (A) (without regard to clause (B) of subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a Removed Receivable; provided that, in accordance with subsection 2.13(d) and notwithstanding the date of substitution of a Substituted Lease Receivable in accordance with this subsection 2.13(e), payments shall be made to the Dissenting Purchaser with respect to a Substituted Lease Receivable on the Settlement Date related to the Settlement Statement which contains information with respect to such substitution. The making of such substitution shall be subject to the satisfaction of the conditions set forth in subsection 5.2, including in each case, without limitation, the delivery of an Assignment and FAA Assignment or a Foreign Assignment, as applicable, with respect to each such Substituted Lease Receivable on or before the Business Day such Substituted Lease Receivable is substituted. (f) On any Settlement Date (other than a Special Settlement Date) the Managing Facility Agent may, notwithstanding the provisions of subsection 11.1 or any other provision regarding the Purchasers' rights to consent to substitutions, without the consent of any of the Purchasers, allow the Seller to substitute an Eligible Receivable (a "Current Receivable") for an Eligible Receivable a payment under which is more than 30 days past due from the original due date therefor, but which is not otherwise a Defaulted Receivable; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. In addition to the consent of the Managing Facility Agent required by the immediately preceding sentence, the Seller's permission to substitute one or more Current Receivables for any Delinquent Receivables is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Current Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Delinquent Receivable or if the Final Payment Date of the Current Receivable is after that of the replaced Delinquent Receivable, then only that portion of the Principal Balance of such proposed Current Receivable which is scheduled to be paid on or prior to the Final Payment Date of the replaced Delinquent Receivable shall be included as a Purchased Receivable. If the Principal Balance of the Delinquent Receivable proposed to be replaced by one or more Current Receivables is greater than the aggregate Principal Balances of such Current Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Principal Balance of such Delinquent Receivable is less than the aggregate Principal Balances of the corresponding Current Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Current Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Current Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Current Receivable is an Extended Term Receivable, then such Current Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Current Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Current Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Current Receivable. Substitution for a Delinquent Receivable shall not reduce the Repurchase Obligation.

Substitution of Receivables. (a) Whenever On any day prior to the Seller is required to repurchase Concentration Receivables, Defaulted Receivables, or Ineligible Receivables pursuant to subsection 2.7(b), 2.10 or 2.11, respectivelyoccurrence of the Termination Date, the Seller Pledgors may, subject to the terms hereofconditions set forth in this Section 2.16, in lieu of making such repurchase, substitute replace any Receivable with one or more Eligible other Receivables (each, a "Substituted Substitute Receivable") therefor on the Settlement Date on which the repurchase is required to be made); provided provided, however, that the Settlement Statement delivered on the Reporting Date prior to no such Settlement Date replacement shall contain the information required thereby with respect to such proposed substitution. The option occur unless each of the Seller to substitute one or more Substituted Receivables for any Receivables as aforesaid is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Substituted Receivable has a Final Payment Date which is not after the Final Payment Date satisfied as of the replaced Receivable date of such replacement and substitution by the Substitute Receivables to be substituted on such date: (each, replaced Receivable, a "Removed Receivable"), or if the Final Payment Date of the Substituted a) each Substitute Receivable is after that of the Removed an Eligible Receivable, then only that portion of the Principal Balance of such proposed Substituted Receivable which is scheduled to be paid on or prior to the Final Payment Date of the Removed Receivable shall be included as a Substituted Receivable. Defaulted Receivables shall be replaced with Substituted Receivables prior to replacement of Ineligible Receivables or Concentration Receivables with Substituted Receivables and, in each case, shall be replaced with Substituted Receivables in the following order of priority: (i) first, with Substituted Receivables which are 25% Repurchase Receivables, (ii) second, with Substituted Receivables which are 75% Repurchase Receivables, and (iii) third, with Substituted Receivables which are 90% Repurchase Receivables. The making of such substitution shall be subject to the satisfaction of the conditions set forth in paragraphs subsection 5.2, including, without limitation, the delivery of an Assignment and, if applicable, an FAA Assignment or Foreign Assignment.; (b) If after giving effect to any such substitution, (x) the Repurchase Price sum of the Removed Receivable proposed Net Investment plus, in the case where the Pledged Interest is held by the Agent on behalf of the Company, the Interest Component of all outstanding related Commercial Paper, would not exceed the Facility Limit and (y) the Net Investment would not exceed the Maximum Net Investment; (c) the aggregate Outstanding Balance of such Substitute Receivables shall be equal to be replaced by one or more Substituted Receivables is greater than the aggregate Principal Balances of such Substituted Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Repurchase Price of such Removed Receivable is less than the aggregate Principal Balances Required Pay-off Amount as of the corresponding Substituted Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent date of the Available Commitmentssubstitution of the Receivables being replaced; (d) the sum of the Outstanding Balances as of the respective dates of substitution of all of the Receivables substituted for under this Agreement, other than any Receivable that at the time of substitution was subject to a Deemed Collection pursuant to subsection 2.2. If such excess is Section 2.9 shall not purchased for any reason cause the 10% limitation set forth in this Agreement, then each Substituted Receivable able the last paragraph of Section 2.9 to be substituted to the fullest extent shall first be substituted and any remaining Substituted Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Substituted Receivable is an Extended Term Receivable, then such Substituted Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Substituted Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Substituted Receivable. Substitution for a Defaulted Receivable shall not reduce the Repurchase Obligation.exceeded; (ce) If a Dissenting Purchaser holds an undivided interest in any Removed Receivable then: (i) if such Removed Receivable is an Ineligible Receivable or a Concentration Receivable, the Seller shall pay to the Managing Facility Agent for the account of such Dissenting Purchaser an amount equal to the sum of (A) the product of such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times the Outstanding Balance for such Removed Receivable and (B) if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract; and (ii) if such Removed Receivable is a Defaulted Receivable, (A) and if the aggregate Available Commitments in effect on the Settlement Date on which such substitution is to be made exceed an amount equal to (x) the Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times (y) the Outstanding Balance for such Removed Receivable (the "Dissenting Purchaser's Share"), each Purchaser other than a Dissenting Purchaser shall be deemed to purchase its Commitment Percentage of the Dissenting Purchaser's Share by making funds therefor available to the Managing Facility Agent for the account of such Dissenting Purchaser on the Settlement Date on which such substitution is proposed to be made; provided that such purchases shall be subject to the satisfaction of the conditions set forth in subsection 5.2 and, in connection therewith, the Seller shall be deemed to have made the all representations and warranties set forth contained in subsection 4.2 Section 3.1 shall be true and correct with respect to each such Substitute Receivable; (f) such substitution does not cause a Termination Event to occur; (g) the Purchased Receivables constituting the Dissenting Purchaser's Share as if the Seller were selling such Receivables Pledgors shall deliver to the Purchasers on such Settlement Date; or (B) if for any reason a purchase cannot be made pursuant to the foregoing clause (A), the Seller shall repurchase, up to the amount of the Repurchase Obligation Agent on the date of such 55 purchase, such Dissenting Purchaser's Share on such Settlement Date up to such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) substitution a Pledge Certificate certifying that each of the Aggregate Repurchase Obligation in effect on foregoing is true and correct as of such Settlement Date date; and (in h) each case after giving effect Receivable substituted for (except for Receivables subject to purchases, substitutions and repurchases on a Deemed Collection or that are not Eligible Receivables) must be at least 60 days past due. In connection with any such Settlement Date) plus, if a Trigger Amortization Event has occurred and is continuingsubstitution or any reassignment pursuant to Section 2.9, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's Commitment terminated) of accrued Agent shall, automatically and unpaid interest on such Removed Receivable at the rate under the related Contract except without further action, be deemed to transfer to the extent (without duplication) appropriate Pledgors, free and clear of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. It is understood that determinations of the Repurchase Obligation with respect to a Dissenting Purchaser Adverse Claim created pursuant to this subsection 2.13(c)(ii) shall beAgreement, with respect to a L/C Receivable, made on the Settlement Date on which such determination is made in accordance with the definitions all of the terms "90% Repurchase Receivable" right, title and "25% Repurchase Receivable" interest of the Agent to and under such replaced Receivable and all Related Security, and the status of such L/C Receivable at such Settlement Date. (d) Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be made on the Settlement Date on which the related substitution of Receivables is to be made. (e) On any Settlement Date (other than a Special Settlement Date) the Seller may, with the consent of the Managing Facility Agent, substitute a Lease Receivable which is an Eligible Receivable (a "Substituted Lease Receivable") for a Lease Receivable (other than a Lease Receivable which is a Defaulted Receivable, a Concentration Receivable or an Ineligible Receivable) which was previously sold or substituted hereunder (a "Replaced Lease Receivable") if the Seller, in the ordinary course of business and in accordance with the Credit and Collection Policy, is entering into a new Contract with the same Person which is the Obligor under the Contract related to such Replaced Lease Receivable (or an Affiliate of such Person); provided that during the Amortization Period the prior consent of the Majority Purchasers shall be required to effect any such substitution; provided, further, that if a Remittance Event has occurred and is continuing and if the Principal Balance of a Substituted Lease Receivable is less than the Principal Balance of the Replaced Lease Receivable such substitution shall occur only on a Settlement Date and within two Business Days after such substitution is made, the Seller shall deposit into the Concentration Account an amount equal to the difference between the Outstanding Balance of the Replaced Lease Receivable and the Purchase Price of the Substituted Lease Receivable. The Settlement Statement with respect to the Settlement Period in which such substitution occurs (or the Settlement Statement delivered with respect to the Settlement Date on which such substitution occurs, in the case of substitutions made on a Settlement Date in accordance with the final proviso of the preceding sentence) shall contain the information required thereby with respect to such substitution. Upon such substitution, the Principal Balance of the Replaced Lease Receivable Agent shall be deemed to be reduced represent and warrant that it has the corporate authority and has taken all necessary corporate action to zero. The provisions of subsection 2.13(b) (except for the first sentence thereof) shall apply as if a Replaced Lease Receivable and a Substituted Lease Receivable areaccomplish such transfer, respectively, a Removed Receivable and a Substituted Receivable and the provisions of subsection 2.13(c)(i) (A) (but without regard to clause (B) of subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a Removed Receivable; provided that, in accordance with subsection 2.13(d) and notwithstanding the date of substitution of a Substituted Lease Receivable in accordance with this subsection 2.13(e), payments shall be made to the Dissenting Purchaser with respect to a Substituted Lease Receivable on the Settlement Date related to the Settlement Statement which contains information with respect to such substitution. The making of such substitution shall be subject to the satisfaction of the conditions set forth in subsection 5.2, including in each case, without limitation, the delivery of an Assignment and FAA Assignment or a Foreign Assignment, as applicable, with respect to each such Substituted Lease Receivable on or before the Business Day such Substituted Lease Receivable is substituted. (f) On any Settlement Date (other than a Special Settlement Date) the Managing Facility Agent may, notwithstanding the provisions of subsection 11.1 or any other provision regarding the Purchasers' rights to consent to substitutionsrepresentation and warranty, without the consent of any of the Purchasers, allow the Seller to substitute an Eligible Receivable (a "Current Receivable") for an Eligible Receivable a payment under which is more than 30 days past due from the original due date therefor, but which is not otherwise a Defaulted Receivable; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. In addition to the consent of the Managing Facility Agent required by the immediately preceding sentence, the Seller's permission to substitute one express or more Current Receivables for any Delinquent Receivables is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Current Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Delinquent Receivable or if the Final Payment Date of the Current Receivable is after that of the replaced Delinquent Receivable, then only that portion of the Principal Balance of such proposed Current Receivable which is scheduled to be paid on or prior to the Final Payment Date of the replaced Delinquent Receivable shall be included as a Purchased Receivable. If the Principal Balance of the Delinquent Receivable proposed to be replaced by one or more Current Receivables is greater than the aggregate Principal Balances of such Current Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Principal Balance of such Delinquent Receivable is less than the aggregate Principal Balances of the corresponding Current Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Current Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Current Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Current Receivable is an Extended Term Receivable, then such Current Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Current Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Current Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Current Receivable. Substitution for a Delinquent Receivable shall not reduce the Repurchase Obligationimplied.

Substitution of Receivables. (a) Whenever On any day prior to the Seller is required to repurchase Concentration Receivables, Defaulted Receivables, or Ineligible Receivables pursuant to subsection 2.7(b), 2.10 or 2.11, respectivelyoccurrence of the Termination Date, the Seller Borrower may, subject to the terms hereofconditions set forth in this Section 2.16, in lieu of making such repurchase, substitute replace any Receivable with one or more Eligible other Receivables (each, a "Substituted Substitute Receivable") therefor on the Settlement Date on which the repurchase is required to be made); provided provided, however, that the Settlement Statement delivered on the Reporting Date prior to no such Settlement Date replacement shall contain the information required thereby with respect to such proposed substitution. The option occur unless each of the Seller to substitute one or more Substituted Receivables for any Receivables as aforesaid is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Substituted Receivable has a Final Payment Date which is not after the Final Payment Date satisfied as of the replaced Receivable date of such replacement and substitution by the Substitute Receivables to be substituted on such date: 52 58 (each, replaced Receivable, a "Removed Receivable"), or if the Final Payment Date of the Substituted a) each Substitute Receivable is after that of the Removed an Eligible Receivable, then only that portion of the Principal Balance of such proposed Substituted Receivable which is scheduled to be paid on or prior to the Final Payment Date of the Removed Receivable shall be included as a Substituted Receivable. Defaulted Receivables shall be replaced with Substituted Receivables prior to replacement of Ineligible Receivables or Concentration Receivables with Substituted Receivables and, in each case, shall be replaced with Substituted Receivables in the following order of priority: (i) first, with Substituted Receivables which are 25% Repurchase Receivables, (ii) second, with Substituted Receivables which are 75% Repurchase Receivables, and (iii) third, with Substituted Receivables which are 90% Repurchase Receivables. The making of such substitution shall be subject to the satisfaction of the conditions set forth in paragraphs subsection 5.2, including, without limitation, the delivery of an Assignment and, if applicable, an FAA Assignment or Foreign Assignment.; (b) If after giving effect to any such substitution, (x) the Repurchase Price sum of the Removed Receivable proposed Net Investment plus, in the case where the Pledged Interest is held by the Agent on behalf of the Company, the Interest Component of all outstanding related Commercial Paper, would not exceed the Facility Limit and (y) the Net Investment would not exceed the Maximum Net Investment; (c) the aggregate Outstanding Balance of such Substitute Receivables shall be equal to be replaced by one or more Substituted Receivables is greater than the aggregate Principal Balances Required Pay-off Amount as of such Substituted Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Repurchase Price of such Removed Receivable is less than the aggregate Principal Balances of the corresponding Substituted Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Substituted Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Substituted Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Substituted Receivable is an Extended Term Receivable, then such Substituted Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of the substitution of the Receivables being replaced; (d) all representations and warranties contained in Section 3.1 shall be true and correct with respect to each such Substituted Substitute Receivable; (e) such substitution does not cause a Termination Event to occur; (f) no selection procedure adverse to the Company or the Bank Investors was utilized in selecting any such Substitute Receivable and (ii) during from those Contracts owned by the continuance Borrower or the Seller as of a Rating Event, ten years after the date of substitution of such Substituted Receivable. Substitution for a Defaulted Receivable shall not reduce the Repurchase Obligation. (c) If a Dissenting Purchaser holds an undivided interest in any Removed Receivable then: (i) if such Removed Receivable is an Ineligible Receivable or a Concentration Receivable, the Seller shall pay to the Managing Facility Agent for the account of such Dissenting Purchaser an amount equal to the sum of (A) the product of such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times the Outstanding Balance for such Removed Receivable and (B) if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contractsubstitution; and (ii) if such Removed Receivable is a Defaulted Receivable, (A) and if the aggregate Available Commitments in effect on the Settlement Date on which such substitution is to be made exceed an amount equal to (xg) the Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) times (y) the Outstanding Balance for such Removed Receivable (the "Dissenting Purchaser's Share"), each Purchaser other than a Dissenting Purchaser Borrower shall be deemed to purchase its Commitment Percentage of the Dissenting Purchaser's Share by making funds therefor available deliver to the Managing Facility Agent for the account of such Dissenting Purchaser on the Settlement Date on which such substitution is proposed to be made; provided that such purchases shall be subject to the satisfaction of the conditions set forth in subsection 5.2 and, in connection therewith, the Seller shall be deemed to have made the representations and warranties set forth in subsection 4.2 with respect to the Purchased Receivables constituting the Dissenting Purchaser's Share as if the Seller were selling such Receivables to the Purchasers on such Settlement Date; or (B) if for any reason a purchase cannot be made pursuant to the foregoing clause (A), the Seller shall repurchase, up to the amount of the Repurchase Obligation on the date of such 55 purchase, such Dissenting Purchaser's Share on such Settlement Date up to such Dissenting Purchaser's Commitment Percentage (determined at the time such Dissenting Purchaser's Commitment terminated) substitution a certificate certifying that each of the Aggregate Repurchase Obligation in effect on such Settlement Date (in each case after giving effect to purchases, substitutions foregoing is true and repurchases on such Settlement Date) plus, if a Trigger Amortization Event has occurred and is continuing, the Dissenting Purchaser's pro rata share (determined at the time such Dissenting Purchaser's Commitment terminated) of accrued and unpaid interest on such Removed Receivable at the rate under the related Contract except to the extent (without duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. It is understood that determinations of the Repurchase Obligation with respect to a Dissenting Purchaser pursuant to this subsection 2.13(c)(ii) shall be, with respect to a L/C Receivable, made on the Settlement Date on which such determination is made in accordance with the definitions of the terms "90% Repurchase Receivable" and "25% Repurchase Receivable" and the status correct as of such L/C Receivable at such Settlement Date. (d) Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be made on the Settlement Date on which the related substitution of Receivables is to be made. (e) On date. In connection with any Settlement Date (other than a Special Settlement Date) the Seller may, with the consent of the Managing Facility Agent, substitute a Lease Receivable which is an Eligible Receivable (a "Substituted Lease Receivable") for a Lease Receivable (other than a Lease Receivable which is a Defaulted Receivable, a Concentration Receivable or an Ineligible Receivable) which was previously sold or substituted hereunder (a "Replaced Lease Receivable") if the Seller, in the ordinary course of business and in accordance with the Credit and Collection Policy, is entering into a new Contract with the same Person which is the Obligor under the Contract related to such Replaced Lease Receivable (or an Affiliate of such Person); provided that during the Amortization Period the prior consent of the Majority Purchasers shall be required to effect any such substitution; provided, further, that if a Remittance Event has occurred and is continuing and if the Principal Balance of a Substituted Lease Receivable is less than the Principal Balance of the Replaced Lease Receivable such substitution shall occur only on a Settlement Date and within two Business Days after such substitution is made, the Seller shall deposit into the Concentration Account an amount equal to the difference between the Outstanding Balance of the Replaced Lease Receivable and the Purchase Price of the Substituted Lease Receivable. The Settlement Statement with respect to the Settlement Period in which such substitution occurs (or the Settlement Statement delivered with respect to the Settlement Date on which such substitution occurs, in the case of substitutions made on a Settlement Date in accordance with the final proviso of the preceding sentence) shall contain the information required thereby with respect to such substitution. Upon such substitution, the Principal Balance Agent shall, automatically and without further action, be deemed to transfer to the Borrower, free and clear of any Adverse Claim created pursuant to this Agreement, all of the Replaced Lease right, title and interest of the Agent to and under such replaced Receivable and all Related Security, and the Agent shall be deemed to be reduced represent and warrant that it has the corporate authority and has taken all necessary corporate action to zero. The provisions of subsection 2.13(b) (except for the first sentence thereof) shall apply as if a Replaced Lease Receivable and a Substituted Lease Receivable areaccomplish such transfer, respectively, a Removed Receivable and a Substituted Receivable and the provisions of subsection 2.13(c)(i) (A) (but without regard to clause (B) of subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a Removed Receivable; provided that, in accordance with subsection 2.13(d) and notwithstanding the date of substitution of a Substituted Lease Receivable in accordance with this subsection 2.13(e), payments shall be made to the Dissenting Purchaser with respect to a Substituted Lease Receivable on the Settlement Date related to the Settlement Statement which contains information with respect to such substitution. The making of such substitution shall be subject to the satisfaction of the conditions set forth in subsection 5.2, including in each case, without limitation, the delivery of an Assignment and FAA Assignment or a Foreign Assignment, as applicable, with respect to each such Substituted Lease Receivable on or before the Business Day such Substituted Lease Receivable is substituted. (f) On any Settlement Date (other than a Special Settlement Date) the Managing Facility Agent may, notwithstanding the provisions of subsection 11.1 or any other provision regarding the Purchasers' rights to consent to substitutionsrepresentation and warranty, without the consent of any of the Purchasers, allow the Seller to substitute an Eligible Receivable (a "Current Receivable") for an Eligible Receivable a payment under which is more than 30 days past due from the original due date therefor, but which is not otherwise a Defaulted Receivable; provided that the Settlement Statement delivered on the Reporting Date prior to such Settlement Date shall contain the information required thereby with respect to such proposed substitution. In addition to the consent of the Managing Facility Agent required by the immediately preceding sentence, the Seller's permission to substitute one express or more Current Receivables for any Delinquent Receivables is subject to the following conditions precedent: (i) no Trigger Amortization Event has occurred and is then continuing, (ii) if such substitution occurs during the Amortization Period, and provided that no Trigger Amortization Event has occurred and is then continuing, the Majority Purchasers have approved such substitution and (iii) either the Current Receivable has a Final Payment Date which is not after the Final Payment Date of the replaced Delinquent Receivable or if the Final Payment Date of the Current Receivable is after that of the replaced Delinquent Receivable, then only that portion of the Principal Balance of such proposed Current Receivable which is scheduled to be paid on or prior to the Final Payment Date of the replaced Delinquent Receivable shall be included as a Purchased Receivable. If the Principal Balance of the Delinquent Receivable proposed to be replaced by one or more Current Receivables is greater than the aggregate Principal Balances of such Current Receivables, the Seller shall deposit cash into the Concentration Account in an amount equal to such excess. Alternatively, if the Principal Balance of such Delinquent Receivable is less than the aggregate Principal Balances of the corresponding Current Receivable or Receivables, during the Revolving Period the Seller may, so long as no Amortization Event has occurred and is continuing, request the Purchasers to purchase such excess, to the extent of the Available Commitments, pursuant to subsection 2.2. If such excess is not purchased for any reason set forth in this Agreement, then each Current Receivable able to be substituted to the fullest extent shall first be substituted and any remaining Current Receivable shall be a Participated Receivable subject to the provisions of subsection 2.4. During the Revolving Period, if any Current Receivable is an Extended Term Receivable, then such Current Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date for such Current Receivable shall be deemed to be, initially, (i) so long as no Rating Event has occurred and is continuing, thirteen years after the date of substitution of such Current Receivable and (ii) during the continuance of a Rating Event, ten years after the date of substitution of such Current Receivable. Substitution for a Delinquent Receivable shall not reduce the Repurchase Obligationimplied.