Common use of Substitution of Contracts Clause in Contracts

Substitution of Contracts. On any day prior to the occurrence of a Restricting Event, the Seller may, and upon the request of the Deal Agent shall, subject to the conditions set forth in this Section 2.16, replace any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with one or more other Contracts (each, a "Substitute Contract"), provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each a "Replaced Contract"); (b) each Substitute Contract is an Eligible Contract on the date of substitution; (c) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of the (i) Purchase Limit and (ii) the Capital Limit; (d) the aggregate Discounted Contract Balance (at the applicable Sale Discount Rate) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances (at the applicable Sale Discount Rate as of the date of the inclusion of such Contract in the Asset Pool) of Contracts being replaced; (e) such Substitute Contracts, at the time of substitution by the Seller, shall have approximately the same weighted average life as the replaced Contracts; (f) all representations and warranties of the Seller contained in Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (g) the substitution of any Substitute Contract does not cause a Payout Event to occur; and (h) the Seller shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as Agent for the Purchasers in, to and under such Replaced Contract, and the Deal Agent as agent for the Purchasers shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers to substitute any Contract in the Asset Pool pursuant to this Section 2.16 shall be in addition to, and without limitation of, any other rights and remedies that the Deal Agent as agent for the Purchasers or any Purchaser may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant to the terms of this Agreement.

Substitution of Contracts. On any day prior to the occurrence of a Restricting Eventthe Termination Date, the Seller Buyer may, and upon the request of the Deal Agent shallin its sole discretion, subject by written notice to the conditions set forth in this Section 2.16Seller, replace request that any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with be replaced by one or more other Contracts (each, a "Substitute Contract"), provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) Buyer in writing that the Contract to be replaced should be replaced (each each, a "Replaced Contract"); (b) each Substitute Contract is an Eligible Contract on the date of such substitution; (c) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of (A) the (i) Purchase Limit and (iiB) the Capital Limit; (d) the aggregate Discounted Contract Balance (at the applicable Sale Discount Rate) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances (at the applicable Sale Discount Rate as of the date of the inclusion of such Contract in the Asset Pool) of Contracts being replaced; (e) such Substitute Contracts, at the time of substitution by the Seller, shall have approximately the same weighted average life as the replaced Contractsremaining Scheduled Payments of Assets in the Asset Pool and shall not materially exceed the last Scheduled Payment of any Asset in the Asset Pool; (fe) all representations and warranties of the Seller contained in Sections 4.1 Section 5.1 and 4.2 5.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (gf) the substitution of any Substitute Contract does not cause a Payout Event to occuroccur under the Receivables Purchase Agreement; and (hg) the Seller shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers Buyer shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as Agent for the Purchasers Buyer in, to and under such Replaced Contract, and the Deal Agent as agent for the Purchasers Buyer shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and or warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers Buyer to substitute any Contract in the Asset Pool pursuant to this Section 2.16 6.5 shall be in addition to, and without limitation of, any other rights and or remedies that the Deal Agent as agent for the Purchasers or any Purchaser Buyer may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant to the terms of this Agreement.

Substitution of Contracts. On any day prior to the occurrence of a Restricting Event, the Seller may, and upon the request of the Deal Agent shall, subject to the conditions set forth in this Section 2.16, replace any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with one or more other Contracts (each, a "Substitute Contract"), provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each a "Replaced Contract"); (b) each Substitute Contract is an Eligible Contract on the date of substitution; (c) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of the (i) Purchase Limit and (ii) the Capital Limit; (d) the aggregate Discounted Contract Balance (at the applicable Sale Discount Rate) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances (at the applicable Sale Discount Rate as of the date of the inclusion of such Contract in the Asset Pool) of Contracts being replaced; (e) such Substitute Contracts, at the time of substitution by the Seller, shall have approximately the same weighted average life as the replaced Contracts; (f) all representations and warranties of the Seller contained in Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (g) the substitution of any Substitute Contract does not cause a Payout Event to occur; and (h) the Seller shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers Secured Parties shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as Agent agent for the Purchasers Secured Parties in, to and under such Replaced Contract, and the Deal Agent as agent for the Purchasers Secured Parties shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers Secured Parties to substitute any Contract in the Asset Pool pursuant to this Section 2.16 shall be in addition to, and without limitation of, any other rights and remedies that the Deal Agent as agent for the Purchasers Secured Parties or any Purchaser Secured Party may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant to the terms of this Agreement.

Substitution of Contracts. On any day prior (a) Subject to the occurrence provisions of a Restricting EventSections 4.02(b) through (d) hereof, Sier▇▇▇▇▇▇▇▇.▇▇▇, ▇▇on notice from the Seller mayServicer, and upon the request of the Deal Agent shall, subject to the conditions set forth in this Section 2.16, replace any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with may substitute one or more other Contracts (each, each a "Substitute Contract"), provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement ) and substitution: (a) the Seller has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each a "Replaced Contract"); (b) each Substitute Contract is an Eligible Contract on the date of substitution; (c) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of the (i) Purchase Limit and (ii) the Capital Limit; (d) the aggregate Discounted Contract Balance (at the applicable Sale Discount Rate) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances (at the applicable Sale Discount Rate as of the date of the inclusion of such Contract in the Asset Pool) of Contracts being replaced; (e) such Substitute Contracts, at the time of substitution by the Seller, shall have approximately the same weighted average life as the replaced Contracts; (f) all representations and warranties of the Seller contained in Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (g) the substitution of any Substitute Contract does not cause a Payout Event to occur; and (h) the Seller shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the its right, title and interest in the Substitute Conveyed Assets for and replace any Contract and terminate the security interest in the related Equipment that (i) becomes a Delinquent Contract, Defaulted Contract or an Early Termination Contract or (ii) is the subject of a Prepayment, a Casualty Loss or a Warranty Event. (b) Each Substitute Contract shall be a Contract with respect to which all of the Deal Agent as Agent for the Purchasers in, to representations and under such Replaced Contract, and the Deal Agent as agent for the Purchasers shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right warranties set forth in Section 2.02 of the Deal Agent Servicing Agreement were true as agent for of the Purchasers to substitute any related Substitute Cut-Off Date. (c) Any substitution of a Contract in the Asset Pool pursuant to this Section 2.16 4.02 will be effected by (i) delivery to the Trustee of the Contract File for each such Substitute Contract, (ii) the filing of any UCC financing statements in accordance with the Filing Requirements necessary to perfect the interest of the Indenture Trustee in the Substitute Contract, (iii) delivery to the Indenture Trustee of the List of Substitute Contracts reflecting the substitution, and (iv) delivering to the Indenture Trustee a release request, in form and substance acceptable to the Indenture Trustee, with respect to the Contract being replaced and the originally executed trust receipt relating thereto. (d) No such substitution under this Section 4.02 shall be in addition topermitted on any Substitute Transfer Date if: (i) on a cumulative basis from the Initial Cut-Off Date, and without limitation ofthe sum of the Discounted Contract Principal Balances (as of the related Substitute Cut-Off Date) of Substitute Contracts which replaced Delinquent Contracts or Defaulted Contracts would exceed ten percent (10%) of the sum of the Aggregate Discounted Contract Principal Balance of all Contracts as of the Initial Cut-Off Date; (ii) as of the related Substitute Cut-Off Date, any other rights and remedies that the Deal Agent as agent for Substitute Contracts then being transferred have a Discounted Contract Principal Balance less than the Purchasers Discounted Contract Principal Balance of the Contracts being replaced or any Purchaser may have to require a maturity date later than the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, latest maturity date of any Contract pursuant then held by the Trust; and (iii) as a result thereof, (x) the sum of the Scheduled Payments on all Contracts due in any Collection Period thereafter would be less than or increase the amount by which it is less than (y) the sum of the Scheduled Payments which would otherwise be due in such Collection Period. For purposes of determining compliance with clause (ii), if more than one Substitute Contract is being provided on any date, the Discounted Contract Principal Balance of the Substitute Contracts and the Contracts being replaced shall be determined on an aggregate basis. (e) Upon the replacement of a Contract and the related Equipment with a Substitute Contract as described above, the security interest of the Indenture Trustee in such replaced Contract, the related Equipment and all proceeds thereon shall be terminated and the replaced Contract and the related Equipment shall be transferred to the terms of this AgreementTrust and to Sier▇▇▇▇▇▇▇▇.▇▇▇.

Substitution of Contracts. On any day prior to the occurrence of a Restricting Termination Event, the Seller may, and upon the request of the Deal Agent Administrator shall, subject to the conditions set forth in this Section 2.162.17, replace any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with one or more other Contracts (each, a "Substitute Contract"); provided, provided however, that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has previously recommended to notified the Deal Agent Administrator (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each a "Replaced Contract"); (b) each Substitute Contract is an Eligible Contract on the date of substitution; (c) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of the (i) the Purchase Limit and or (ii) the Capital Limit; (d) the aggregate Discounted Contract Balance (at the applicable Sale Discount Rate) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances (at the applicable Sale Discount Rate as of the date of the inclusion of such Contract in the Asset Pool) of Contracts being replaced; (e) such Substitute Contracts, at the time of substitution by the Seller, shall have approximately the same weighted average life as the replaced Contracts; (f) all representations and warranties of the Seller contained in Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (g) the substitution of any Substitute Contract does not cause a Payout Termination Event or Unmatured Termination Event to occur; and (h) the Seller and the Servicer shall deliver to the Deal Agent Administrator on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers Administrator shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as Agent for the Purchasers Administrator in, to and under such Replaced Contract, and the Deal Agent as agent for the Purchasers Administrator shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers Administrator to substitute any Contract in the Asset Pool pursuant to this Section 2.16 shall be in addition to, and without limitation of, any other rights and remedies that the Deal Agent as agent for the Purchasers Administrator or any Purchaser MSFC may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant to the terms of this Agreement.

Substitution of Contracts. On any day prior to the occurrence of a Restricting Event, the Seller may, and upon the request of the Deal Agent shall, subject to the conditions set forth in this Section 2.162.17, replace any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with one or more other Contracts (each, a "Substitute Contract"), provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each a "Replaced Contract"); (b) each Substitute Contract is an Eligible Contract on the date of substitution; (c) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of the (i) Purchase Limit and (ii) the Capital Limit; (d) after giving effect to any such substitution the ADCB (at the applicable Discount Rate) attributable to Substitute Contracts in the Asset Pool does not exceed ten (10%) percent of the ADCB of the Contracts (at the applicable Discount Rate) as of the initial Purchase Date after giving effect to any Purchase on such Date; (e) the aggregate Discounted Contract Balance (at the applicable Sale Discount Rate) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances (at the applicable Sale Discount Rate as of the date of the inclusion of such Contract in the Asset Pool) of Contracts being replaced; (ef) such Substitute Contracts, at the time of substitution by the Seller, shall have approximately the same weighted average life as the replaced Replaced Contracts; (fg) all representations and warranties of the Seller contained in Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (gh) the substitution of any Substitute Contract does not cause a Payout Restricting Event to occur; and (hi) the Seller shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as Agent for the Purchasers in, to and under such Replaced Contract, and the Deal Agent as agent for the Purchasers shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers to substitute any Contract in the Asset Pool pursuant to this Section 2.16 shall be in addition to, and without limitation of, any other rights and remedies that the Deal Agent as agent for the Purchasers or any Purchaser may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant to the terms of this Agreement.

Substitution of Contracts. On any day prior (a) Subject to the occurrence provisions of a Restricting EventSections 4.02(b) through (d) hereof, First Sierra, with the Seller may, consent of the Note Insurer and upon notice from the request of the Deal Agent shallServicer, subject to the conditions set forth in this Section 2.16, replace any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with may substitute one or more other Contracts (each, each a "Substitute Contract")) and the related Equipment for and replace Contracts and the related Equipment that (i) becomes a Defaulted Contract or an Early Termination Contract or (ii) are the subject of a Prepayment, provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each Casualty Loss or a "Replaced Contract");Warranty Event. (b) each Each Substitute Contract is an Eligible shall be a Contract, with respect to which all of the representations and warranties set forth in Section 2.02 of the Servicing Agreement were true as of the related Substitute Contract on the date of substitution;Cut-Off Date. (c) after giving effect Prior to any such substitution pursuant to this Section 4.02, the Indenture Trustee shall have received an executed transfer agreement between the Trust and First Sierra providing for the unconditional sale and transfer of the Substitute Contracts and related Equipment by First Sierra to the Trust, the List of Substitute Contracts reflecting the substitution, a release request, in form and substance acceptable to the aggregate of all outstanding Capital does not exceed Indenture Trustee, with respect to the lesser of Contract being replaced and the (i) Purchase Limit and (ii) the Capital Limit;originally executed trust receipt relating thereto. (d) No such substitution under this Section 4.02 shall be permitted on any Transfer Date if: (i) on a cumulative basis from the aggregate initial Cut-Off Date, the sum of the Discounted Contract Balance Principal Balances (at as of the applicable Sale Discount Raterelated Substitute Cut-Off Date) of such Substitute Contracts shall be equal to or greater than would exceed ten percent (10%) of the aggregate Aggregate Discounted Contract Balances (at the applicable Sale Discount Rate Principal Balance of all Contracts as of the date initial Cut-Off Date; (ii) as of the inclusion related Substitute Cut-Off Date, the Substitute Contracts then being transferred have a Discounted Contract Principal Balance not less than the Discounted Contract Principal Balance of such Contract in the Asset Pool) of Contracts being replaced;; and (iii) as a result thereof, (x) the sum of the Scheduled Payments on all Contracts due in any Collection Period thereafter would be less than or increase the amount by which it is less than (y) the sum of the Scheduled Payments which would otherwise be due in such Collection Period. (e) such Substitute Contracts, at Upon the time replacement of substitution by a Contract and the Seller, shall have approximately the same weighted average life as the replaced Contracts; (f) all representations and warranties of the Seller contained in Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (g) the substitution of any related Equipment with a Substitute Contract does not cause a Payout Event to occur; and (h) the Seller shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In additiondescribed above, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and security interest of the Deal Agent as Agent for the Purchasers in, to and under Indenture Trustee in such Replaced replaced Contract, the related Equipment and all proceeds thereon shall be terminated and such replaced Contract and the Deal Agent as agent for the Purchasers related Equipment shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers to substitute any Contract in the Asset Pool pursuant to this Section 2.16 shall be in addition to, and without limitation of, any other rights and remedies that the Deal Agent as agent for the Purchasers or any Purchaser may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant transferred to the terms of this AgreementTrust.

Substitution of Contracts. On any day prior to the occurrence of a Restricting Eventthe Termination Date, the Seller mayBuyer may in its sole discretion, and upon the request of the Deal Agent shall, subject by written notice to the conditions set forth in this Section 2.16Originator, replace request that any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with be replaced by one or more other Contracts (each, a "Substitute Contract"), provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ai) the Seller Servicer has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each each, a "Replaced Contract"); (bii) each Substitute Contract is an Eligible Contract on the date of such substitution; (ciii) after giving effect to any such substitution, the aggregate of all outstanding Capital Principal does not exceed the lesser of (A) the (i) Purchase Limit Borrowing Base and (iiB) the Capital Credit Limit; (div) the aggregate Discounted Contract Balance (at the applicable Sale Discount Rate) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances (at the applicable Sale Discount Rate as of the date of the inclusion of such Contract in the Asset Pool) of Contracts being replacedReplaced Contracts; (ev) such Substitute Contracts, at the time of substitution by the SellerOriginator, shall have approximately the same remaining weighted average life as the replaced Replaced Contracts; (fvi) all representations and warranties of the Seller Originator contained in Sections Section 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (gvii) the substitution of any Substitute Contract does not cause a Payout an Event to Default to occur; and (hviii) the Seller Buyer shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller Buyer shall deliver to the Collateral Custodian the related Contract File as required by Section 3.33.2 of the Receivables Credit Agreement. In connection with any such substitution, the Deal Agent as agent for the Purchasers Buyer shall, automatically and without further action, be deemed to transfer retransfer to the SellerOriginator, free and clear of any Lien created pursuant to this Purchase Agreement, all of the right, title and interest of the Deal Agent as Agent for the Purchasers Buyer in, to and under such Replaced Contract, and the Deal Agent as agent for the Purchasers Buyer shall be deemed to represent and warrant that it has the corporate limited liability company authority and has taken all necessary corporate limited liability company action to accomplish such transfer, but without any other representation and or warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers Buyer to substitute any Contract in the Asset Pool pursuant to this Section 2.16 6.4 shall be in addition to, and without limitation of, any other rights and or remedies that the Deal Agent as agent for the Purchasers or any Purchaser Buyer may have to require the Seller or the Servicer, as applicable, Originator to substitute for, or accept retransfer of, any Contract pursuant to the terms of this Purchase Agreement.

Substitution of Contracts. On any day prior (a) Subject to the occurrence provisions of a Restricting EventSections 4.02(b) through (d) hereof, the Seller mayrelated Originator, and upon with the request written consent of the Deal Agent shallNote Insurer, subject to upon notice from the conditions set forth in this Section 2.16Servicer, replace any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with may substitute one or more other Contracts (each, each a "Substitute Contract")) and the related Equipment and replace a Contract and the related Equipment that (i) becomes a Defaulted Contract or an Early Termination Contract or (ii) is the subject of a Prepayment, provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each Casualty Loss or a "Replaced Contract");Warranty Event. (b) each Each Substitute Contract is an Eligible shall be a Contract, with respect to which all of the representations and warranties set forth in Section 2.02 of the Servicing Agreement were true as of the related Substitute Contract on the date of substitution;Cut-Off Date. (c) after giving effect Prior to any substitution pursuant to this Section 4.02, the Indenture Trustee shall have received an executed transfer agreement between the related Transferor and the related Originator providing for the unconditional sale and transfer of the Substitute Contracts and related Equipment by such Originator to such Transferor, the List of Substitute Contracts reflecting the substitution, a release request, in form and substance acceptable to the aggregate of all outstanding Capital does not exceed Transferors and the lesser of Indenture Trustee, with respect to the (i) Purchase Limit Contract being replaced and (ii) the Capital Limit;originally executed trust receipt relating thereto. (d) No such substitution under this Section 4.02 shall be permitted on any Transfer Date if: (i) on a cumulative basis from the aggregate Initial Cut-Off Date, the sum of the Discounted Contract Balance Principal Balances (at as of the applicable Sale Discount Raterelated Substitute Cut-Off Date) of such Substitute Contracts shall be equal to or greater than would exceed ten percent (10%) of the aggregate Discounted Contract Balances Initial Aggregate Collateral Balance; (at the applicable Sale Discount Rate ii) as of the date related Substitute Cut-Off Date, the Substitute Contracts then being pledged have an Aggregate Discounted Contract Principal Balance that is less than the Aggregate Discounted Contract Principal Balance of the inclusion of such Contract in the Asset Pool) of Contracts being replaced; (eiii) such as of the related Substitute ContractsCut-Off Date, at any of the time of substitution by Substitute Contracts then being pledged have a final scheduled payment date later than twelve months before the Seller, shall have approximately the same weighted average life as the replaced ContractsClass A Maturity Date; (fiv) all representations and warranties the Servicer makes a good faith determination that the credit quality of the Seller contained in Sections 4.1 and 4.2 shall be true and correct as Substitute Contract is not worse than that of the date of substitution of any such Substitute Contract; (g) the substitution of any Substitute Contract does not cause a Payout Event to occurbeing replaced; and (hv) as a result thereof, (x) the Seller shall deliver sum of the Scheduled Payments on all Contracts, after giving effect to such substitutions, due in any Collection Period thereafter would be less than (y) the Deal Agent on sum of the date of Scheduled Payments which would otherwise be due in such substitution a certificate Collection Period, prior to giving effect to such substitution. (e) Upon the replacement of a Responsible Officer certifying that each of Contract and the foregoing is true and correct related Equipment with a Substitute Contract as of such date. In additiondescribed above, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and security interest of the Deal Agent Indenture Trustee in such replaced Contract, the related Equipment and all proceeds thereon shall be terminated and such replaced Contract and the related Equipment shall be transferred to the Transferor, pledged to the Trust as Agent collateral security for the Purchasers in, to and under such Replaced ContractPledged Notes, and such security interest shall be assigned to the Deal Agent as agent Indenture Trustee, for the Purchasers shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right benefit of the Deal Agent as agent for Noteholders and the Purchasers to substitute any Contract in the Asset Pool pursuant to this Section 2.16 shall be in addition to, and without limitation of, any other rights and remedies that the Deal Agent as agent for the Purchasers or any Purchaser may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant to the terms of this AgreementNote Insurer.

Substitution of Contracts. On any day prior to the occurrence of a Restricting Eventthe Termination Date, the Seller Buyer may, and upon the request of the Deal Agent shallin its sole discretion, subject by written notice to the conditions set forth in this Section 2.16applicable Seller, replace request that any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with be replaced by one or more other Contracts (each, a "Substitute Contract"); provided, provided however, that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the such Seller has previously recommended to notified the Deal Agent (with a copy to the Collateral Custodian) Buyer in writing that the Contract to be replaced should be replaced (each each, a "Replaced Contract"); (b) each Substitute Contract is an Eligible Contract on the date of such substitution; (c) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of the (i) the Purchase Limit and or (ii) the Capital Limit; (d) the aggregate Discounted Contract Balance (at the applicable Sale Discount Rate) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances (at the applicable Sale Discount Rate as of the date of the inclusion of such Contract in the Asset Pool) of Contracts being replaced; (e) such Substitute Contracts, at the time of substitution by the such Seller, shall have approximately the same weighted average life as the replaced Contractsremaining Scheduled Payments of Assets in the Asset Pool and shall not materially exceed the last Scheduled Payment of any Asset in the Asset Pool; (f) all representations and warranties of the such Seller contained in Sections Section 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (g) the substitution of any Substitute Contract does not cause a Payout Termination Event or Unmatured Termination Event to occuroccur under the Receivables Purchase Agreement; and (h) the such Seller shall deliver to the Deal Agent Administrator on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers Buyer shall, automatically and without further action, be deemed to transfer to the applicable Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as Agent for the Purchasers Buyer in, to and under such Replaced Contract, and the Deal Agent as agent for the Purchasers Buyer shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and or warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers Buyer to substitute any Contract in the Asset Pool pursuant to this Section 2.16 6.5 shall be in addition to, and without limitation of, any other rights and or remedies that the Deal Agent as agent for the Purchasers or any Purchaser Buyer may have to require the such Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant to the terms of this Agreement.

Substitution of Contracts. On any day prior to the occurrence of a Restricting Event, an Event of Default (and thereafter with the Seller may, and upon the request prior consent of the Deal Agent shallAgent), the Originator may, subject to the conditions set forth in this Section 2.166.2, replace any Contract subject to that is an Ineligible Contract or that is a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Release-Eligible Contract with one or more other Eligible Contracts (each, a "“Substitute Contract"”), provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller Buyer has previously recommended to notified the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced is an Ineligible Contract or a Release-Eligible Contract (each a "“Replaced Contract"”); (b) each Substitute Contract is an Eligible Contract on the date of substitution; (c) after giving effect to any such substitution, the aggregate of all outstanding Capital Outstanding Amount does not exceed the lesser of the (i) Purchase the Advance Limit and (ii) the Capital LimitBorrowing Base; (d) the aggregate Discounted Contract Balance (at the applicable Sale Discount Rate) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances Balance (at the applicable Sale Blended Discount Rate as of the date of the inclusion substitution) of such Contract in the Asset Pool) of Contracts being replacedReplaced Contracts; (e) during the Amortization Period, such Substitute Contracts, at the time of substitution by the SellerOriginator, shall not have approximately the same weighted average life as a longer Weighted Average Life than the replaced Contracts; (f) all representations and warranties of the Seller Originator contained in Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (g) the substitution of any Substitute Contract does not cause a Payout an Event of Default to occur; and; (h) the Seller aggregate Discounted Contract Balance of all Defaulted Contracts or delinquent Contracts repurchased or substituted by the Originator does not exceed 10% of the highest ADCB of any month during the twelve (12) month period immediately preceding such date of determination (calculated without regard to the repurchase or substitution of an Ineligible Contract); (i) the aggregate Discounted Contract Balance of all Contracts repurchased or substituted by the Originator pursuant to its optional right to repurchase or substitute pursuant to this Agreement does not exceed 15% of the highest ADCB of any month during the twelve (12) month period immediately preceding such date of determination (calculated without regard to the repurchase or substitution of Ineligible Contracts and inclusive of any Defaulted Contract or delinquent Contracts repurchased or substituted by the Originator); (j) during the Revolving Period, after giving effect to any such substitution, the Portfolio Concentration Criteria are maintained or improved; (k) during the Amortization Period, before or after giving effect to any such substitution, none of the Portfolio Concentration Criteria are exceeded; (l) the Originator shall deliver to the Buyer on the date of such substitution a revised Schedule I that shall include such Substitute Contract and shall have deleted such Replaced Contracts; and (m) the Originator shall deliver to the Buyer and the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller shall deliver date and an Assignment Agreement with respect to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as Agent for the Purchasers in, to and under such Replaced Contract, and the Deal Agent as agent for the Purchasers shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers to substitute any Contract in the Asset Pool pursuant to this Section 2.16 shall be in addition to, and without limitation of, any other rights and remedies that the Deal Agent as agent for the Purchasers or any Purchaser may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant to the terms of this AgreementSubstitute Contracts.

Substitution of Contracts. On any day prior (a) Subject to the occurrence provisions of a Restricting EventSections 4.02(b) through (d) hereof, First Sierra, upon notice from the Seller may, Servicer and upon with the request consent of the Deal Agent shallNote Insurer, subject to the conditions set forth in this Section 2.16, replace any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with may substitute one or more other Contracts (each, each a "Substitute Contract")) and transfer all of its right, provided title and interest in the Substitute Conveyed Assets and terminate the security interest in the related Equipment that no such replacement shall occur unless each (i) becomes a Defaulted Contract or an Early Termination Contract or (ii) are the subject of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each Prepayment, a "Replaced Contract");Casualty Loss or a Warranty Event. (b) each Each Substitute Contract is an Eligible Contract on shall be a Contract, with respect to which all of the date representations and warranties set forth in Section 2.02 of substitution;the Servicing Agreement were true as of the related Substitute Cut-Off Date. (c) after giving effect Prior to any such substitution pursuant to this Section 4.02, the Indenture Trustee shall have received an executed transfer agreement between the Trust and First Sierra providing for the unconditional sale and transfer of the Substitute Conveyed Assets by First Sierra to the Trust, the List of Substitute Contracts reflecting the substitution, a release request, in form and substance acceptable to the aggregate of all outstanding Capital does not exceed Indenture Trustee, with respect to the lesser of Contract being replaced and the (i) Purchase Limit and (ii) the Capital Limit;originally executed trust receipt relating thereto. (d) No such substitution under this Section 4.02 shall be permitted on any Substitute Transfer Date if: (i) on a cumulative basis from the aggregate Initial Cut-Off Date, the sum of the Discounted Contract Balance Principal Balances (at as of the applicable Sale Discount Raterelated Substitute Cut-Off Date) of such Substitute Contracts shall be equal to or greater than would exceed ten percent (10%) of the sum of the Aggregate Discounted Contract Principal Balance of all Contracts as of the Initial Cut-Off Date plus the aggregate Discounted Contract Balances (at the applicable Sale Discount Rate Principal Balance of all Subsequent Contracts as of the date related Subsequent Cut-Off Date; (ii) as of the inclusion related Substitute Cut-Off Date, the Substitute Contracts then being transferred have a Discounted Contract Principal Balance less than the Discounted Contract Principal Balance of such Contract in the Asset Pool) of Contracts being replaced;; and (iii) as a result thereof, (x) the sum of the Scheduled Payments on all Contracts due in any Collection Period thereafter would be less than or increase the amount by which it is less than (y) the sum of the Scheduled Payments which would otherwise be due in such Collection Period. (e) such Substitute Contracts, at Upon the time replacement of substitution by a Contract and the Seller, shall have approximately the same weighted average life as the replaced Contracts; (f) all representations and warranties of the Seller contained in Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (g) the substitution of any related Equipment with a Substitute Contract does not cause a Payout Event to occur; and (h) the Seller shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In additiondescribed above, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and security interest of the Deal Agent as Agent for the Purchasers in, to and under Indenture Trustee in such Replaced replaced Contract, the related Equipment and all proceeds thereon shall be terminated and the Deal Agent as agent for replaced Contract and the Purchasers related Equipment shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers to substitute any Contract in the Asset Pool pursuant to this Section 2.16 shall be in addition to, and without limitation of, any other rights and remedies that the Deal Agent as agent for the Purchasers or any Purchaser may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant transferred to the terms of this AgreementTrust.

Substitution of Contracts. On any day prior to the occurrence of a Restricting Eventthe Termination Date, the Seller may, and upon the request of the Deal Agent shallas agent for the Purchasers may, subject in its sole discretion, by written notice to the conditions set forth in this Section 2.16Seller, replace request that any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with be replaced by one or more other Contracts (each, a "Substitute Contract"), provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each a "Replaced Contract"); (b) each Substitute Contract is an Eligible Contract on the date of substitution; (c) after giving effect to any such substitution, the aggregate of all outstanding Capital does not exceed the lesser of the (i) Purchase Limit and (ii) the Capital Limit; (d) the aggregate Discounted Contract Balance (at the applicable Sale Blended Discount RateRate as of the date of substitution) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances (at the applicable Sale Blended Discount Rate as of the date of the inclusion of such Contract in the Asset Poolsubstitution) of Contracts being replaced; (e) such Substitute Contracts, at the time of substitution by the Seller, shall have approximately the same weighted average life as the replaced Contracts; (f) all representations and warranties of the Seller contained in Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (g) the substitution of any Substitute Contract does not cause a Payout Event to occur; and (h) the Seller shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as Agent for the Purchasers in, to and under such Replaced Contract, and the Deal Agent as agent for the Purchasers shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers to substitute any Contract in the Asset Pool pursuant to this Section 2.16 shall be in addition to, and without limitation of, any other rights and remedies that the Deal Agent as agent for the Purchasers or any Purchaser may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant to the terms of this Agreement.

Substitution of Contracts. On any day prior to the occurrence of a Restricting Eventthe Termination Date, the Seller Borrower may, and upon the request of the Deal Agent shall, subject to the conditions set forth in this Section 2.162.13, replace any Contract (a) which is a Defaulted Contract, (b) which is subject to a Warranty Event Event, or (c) in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with one or more other Contracts (each, a "Substitute Contract"), provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (ai) the Seller Borrower has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each each, a "Replaced Contract"); (bii) each Substitute Contract is an Eligible Contract on the date of substitution; (ciii) after giving effect to any such substitution, the aggregate of all outstanding Capital Principal does not exceed the lesser of the (i) Purchase Limit Borrowing Base and (ii) the Capital Credit Limit; (div) the aggregate Discounted Contract Balance (at the applicable Sale Discount Rate) of such Substitute Contracts shall be equal to or greater than the aggregate Discounted Contract Balances (at the applicable Sale Discount Rate as of the date of the inclusion of such Contract in the Asset Pool) of Contracts being replaced; (ev) such Substitute Contracts, at the time of substitution by the SellerBorrower, shall have approximately the same weighted average life as the replaced Contracts; (fvi) all representations and warranties of the Seller Borrower contained in Sections 4.1 and 4.2 shall be true and correct on and as of the date of substitution of any such Substitute Contract; (gvii) the substitution of any Substitute Contract does not cause a Payout an Event of Default to occur; and (hviii) the Seller Borrower shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In addition, the Seller Borrower shall deliver to the Collateral Custodian the related Contract File as required by Section 3.33.2. In connection with any such substitution, the Deal Agent as agent for the Purchasers Secured Parties shall, automatically and without further action, be deemed to transfer release to the SellerBorrower, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Deal Agent as Agent agent for the Purchasers Secured Parties in, to and under such Replaced Contract, and the Deal Agent as agent for the Purchasers Secured Parties shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers Secured Parties to substitute any Contract in the Asset Pool Collateral pursuant to this Section 2.16 2.13 shall be in addition to, and without limitation of, any other rights and remedies that the Deal Agent as agent for the Purchasers Secured Parties or any Purchaser Secured Party may have to require the Seller Borrower or the Servicer, as applicable, to substitute for, or accept retransfer release of, any Contract pursuant to the terms of this Agreement.

Substitution of Contracts. On any day prior (a) Subject to the occurrence provisions of a Restricting EventSections 4.02(b) through (d) hereof, First Sierra, upon notice from the Seller may, Servicer and upon with the request consent of the Deal Agent shallNote Insurer, subject to the conditions set forth in this Section 2.16, replace any Contract subject to a Warranty Event or in respect of which the Obligor thereunder has requested the rewriting and/or restructuring of such Contract with may substitute one or more other Contracts (each, each a "Substitute Contract")) and transfer all of its right, provided title and interest in the related Equipment for and replace Contracts and terminate the security interest in the related Equipment that no such replacement shall occur unless each (i) becomes a Defaulted Contract or an Early Termination Contract or (ii) are the subject of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has previously recommended to the Deal Agent (with a copy to the Collateral Custodian) in writing that the Contract to be replaced should be replaced (each Prepayment, a "Replaced Contract");Casualty Loss or a Warranty Event. (b) each Each Substitute Contract is an Eligible shall be a Contract, with respect to which all of the representations and warranties set forth in Section 2.02 of the Servicing Agreement were true as of the related Substitute Contract on the date of substitution;Cut-Off Date. (c) after giving effect Prior to any such substitution pursuant to this Section 4.02, the Indenture Trustee shall have received an executed transfer agreement between the Trust and First Sierra providing for the unconditional sale and transfer of the Substitute Contracts and related Equipment by First Sierra to the Trust, the List of Substitute Contracts reflecting the substitution, a release request, in form and substance acceptable to the aggregate of all outstanding Capital does not exceed Indenture Trustee, with respect to the lesser of Contract being replaced and the (i) Purchase Limit and (ii) the Capital Limit;originally executed trust receipt relating thereto. (d) No such substitution under this Section 4.02 shall be permitted on any Transfer Date if: (i) on a cumulative basis from the aggregate initial Cut-Off Date, the sum of the Discounted Contract Balance Principal Balances (at as of the applicable Sale Discount Raterelated Substitute Cut-Off Date) of such Substitute Contracts shall be equal to or greater than would exceed ten percent (10%) of the aggregate Aggregate Discounted Contract Balances (at the applicable Sale Discount Rate Principal Balance of all Contracts as of the date initial Cut-Off Date; (ii) as of the inclusion related Substitute Cut-Off Date, the Substitute Contracts then being transferred have a Discounted Contract Principal Balance not less than the Discounted Contract Principal Balance of such Contract in the Asset Pool) of Contracts being replaced;; and (iii) as a result thereof, (x) the sum of the Scheduled Payments on all Contracts due in any Collection Period thereafter would be less than or increase the amount by which it is less than (y) the sum of the Scheduled Payments which would otherwise be due in such Collection Period. (e) such Substitute Contracts, at Upon the time replacement of substitution by a Contract and the Seller, shall have approximately the same weighted average life as the replaced Contracts; (f) all representations and warranties of the Seller contained in Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of any such Substitute Contract; (g) the substitution of any related Equipment with a Substitute Contract does not cause a Payout Event to occur; and (h) the Seller shall deliver to the Deal Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. In additiondescribed above, the Seller shall deliver to the Collateral Custodian the related Contract File as required by Section 3.3. In connection with any such substitution, the Deal Agent as agent for the Purchasers shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and security interest of the Deal Agent as Agent for the Purchasers in, to and under Indenture Trustee in such Replaced replaced Contract, the related Equipment and all proceeds thereon shall be terminated and such replaced Contract and the Deal Agent as agent for the Purchasers related Equipment shall be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, but without any other representation and warranty, express or implied. Any right of the Deal Agent as agent for the Purchasers to substitute any Contract in the Asset Pool pursuant to this Section 2.16 shall be in addition to, and without limitation of, any other rights and remedies that the Deal Agent as agent for the Purchasers or any Purchaser may have to require the Seller or the Servicer, as applicable, to substitute for, or accept retransfer of, any Contract pursuant transferred to the terms of this AgreementTrust.