Common use of Reduction of the Facility Amount; Mandatory and Optional Repayments; Increase of Commitment Clause in Contracts

Reduction of the Facility Amount; Mandatory and Optional Repayments; Increase of Commitment. (a) The Seller may, upon at least 10 days’ prior written notice (such notice to be received by the Administrative Agent no later than 5:00 p.m. (New York City, New York time) on such day) to the Administrative Agent, terminate in whole or reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that each partial reduction of the Facility Amount shall be in an aggregate amount equal to at least $1,000,000. Each notice of reduction or termination pursuant to this Section 2.4(a) shall be irrevocable. (b) The Seller may, upon two Business Days’ prior written notice (such notice to be received by the Administrative Agent and each Hedge Counterparty no later than 2:00 p.m. (New York City, New York time) on such day) to the Administrative Agent, reduce the Advances Outstanding by remitting, to the Administrative Agent, for payment to the applicable Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding, related accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that no such reduction shall be given effect unless the Seller has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and Seller has paid all Hedge Breakage Costs and any payments owing to the relevant Hedge Counterparty for any such termination. Any reduction of the Advances Outstanding shall be in a minimum amount of $250,000. Any such reduction will occur only if sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Advances Outstanding by paying such amounts to the applicable Purchasers, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the applicable Purchasers, and third to the payment of any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction; provided, however, if such amounts are received during the Amortization Period or the Turbo Period, such amounts shall be applied in the order of priority set forth in Section 2.10. Any notice relating to any prepayment pursuant to this Section 2.4(b) shall be irrevocable. (c) If on any day (i) the Administrative Agent, as agent for the Secured Parties, does not own or have a valid and perfected first priority security interest in any of the Collateral or (ii) any Asset which has been represented by the Seller to be an Eligible Asset is later determined not to have been an Eligible Asset as of the related Cut-Off Date, upon the earlier of the Seller’s receipt of notice from the Administrative Agent or the Seller becoming aware thereof and the Seller’s failure to cure such breach within 30 days, the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Asset in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers and each Hedge Counterparty, an amount equal to (x) the Outstanding Asset Balance of the Asset (calculated without regard to the first two provisos contained in the definition of “Outstanding Asset Balance”) to be applied towards the reduction of the principal of the Class A VFCs until paid in full, plus (y) any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction required as a result of the Deemed Collection and retransfer of the related Asset contemplated by this Section 2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action, be deemed to transfer to the Seller (or any Affiliate of the Seller designated by the Seller), free and clear of any Lien created by the Administrative Agent, all of the right, title and interest of the Administrative Agent, as agent for the Secured Parties, in, to, and under the Asset with respect to which the Administrative Agent has received such Deemed Collection, but without any other representation and warranty of any kind, express or implied. (d) At any time prior to the Termination Date (the Seller acknowledging that the Termination Date has occurred), the Seller may, upon at least two (2) Business Days’ prior written notice to the Administrative Agent, request that the aggregate Class A Commitments be increased in increments of $125,000,000 up to a maximum incremental amount of $250,000,000, with a commensurate increase in the Class A Commitment of each Liquidity Bank, any such increase to be subject to the written consent of the Administrative Agent and each Liquidity Bank.

Reduction of the Facility Amount; Mandatory and Optional Repayments; Increase of Commitment. (a) The Seller may, upon at least 10 days’ prior written notice (such notice to be received by the Administrative Agent no later than 5:00 p.m. (New York City, New York time) on such day) to the Administrative Agent, terminate in whole or reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that each partial reduction of the Facility Amount shall be in an aggregate amount equal to at least $1,000,000. Each notice of reduction or termination pursuant to this Section 2.4(a) shall be irrevocable. (b) The Seller may, upon two one Business Days’ Day’s prior written notice (such notice to be received by the Administrative Agent and each Hedge Counterparty no later than 2:00 p.m. (New York City, New York time) on such day) to the Administrative Agent, reduce the Advances Outstanding by remitting, to the Administrative Agent, for payment to the applicable Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding, related accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that no such reduction shall be given effect unless the Seller has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and Seller has paid all Hedge Breakage Costs and any payments owing to the relevant Hedge Counterparty for any such termination. Any reduction of the Advances Outstanding shall be in a minimum amount of $250,000. Any such reduction will occur only if sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Advances Outstanding by paying such amounts to the applicable Purchasers, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the applicable Purchasers, and third to the payment of any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction; provided, however, if such amounts are received during the Amortization Period or the Turbo Period, such amounts shall be applied in the order of priority set forth in Section 2.10. Any notice relating to any prepayment pursuant to this Section 2.4(b) shall be irrevocable. (c) If on any day (i) the Administrative Agent, as agent for the Secured Parties, does not own or have a valid and perfected first priority security interest in any of the Collateral or (ii) any Asset which has been represented by the Seller to be an Eligible Asset is later determined not to have been an Eligible Asset as of the related Cut-Off Date, upon the earlier of the Seller’s receipt of notice from the Administrative Agent or the Seller becoming aware thereof and the Seller’s failure to cure such breach within 30 days, the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Asset in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers and each Hedge Counterparty, an amount equal to (x) the Outstanding Asset Balance of the Asset (calculated without regard to either of the first two provisos contained in the definition of “Outstanding Asset Balance”) to be applied towards to the pro rata reduction of the principal of the Class A VFCs until paid in full, each VFC plus (y) any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction required as a result of the Deemed Collection and retransfer of the related Asset contemplated by this Section 2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action, be deemed to transfer to the Seller (or any Affiliate of the Seller designated by the Seller), free and clear of any Lien created by the Administrative Agent, all of the right, title and interest of the Administrative Agent, as agent for the Secured Parties, in, to, and under the Asset with respect to which the Administrative Agent has received such Deemed Collection, but without any other representation and warranty of any kind, express or implied. (d) At any time prior to the Termination Date (the Seller acknowledging that the Termination Date has occurred), the Seller may, upon at least two (2) Business Days’ prior written notice to the Administrative Agent, request that the aggregate Class A Commitments be increased in increments of $125,000,000 up to a maximum incremental amount of $250,000,000, with a commensurate increase in the Class A Commitment of each Liquidity Bank, any such increase to be subject to the written consent of the Administrative Agent and each Liquidity Bank.

Reduction of the Facility Amount; Mandatory and Optional Repayments; Increase of Commitment. (a) The Seller may, upon at least 10 days’ prior written notice (such notice to be received by the Administrative Agent no later than 5:00 p.m. (New York City, New York time) on such day) to the Administrative Agent, terminate in whole or reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that each partial reduction of the Facility Amount shall be in an aggregate amount equal to at least $1,000,000. Each notice of reduction or termination pursuant to this Section 2.4(a) shall be irrevocable. (b) The Seller may, upon two one Business Days’ Day’s prior written notice (such notice to be received by the Administrative Agent and each Hedge Counterparty no later than 2:00 p.m. (New York City, New York time) on such day) to the Administrative Agent, reduce the Advances Outstanding by remitting, to the Administrative Agent, for payment to the applicable Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding, related accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that no such reduction shall be given effect unless the Seller has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and Seller has paid all Hedge Breakage Costs and any payments owing to the relevant Hedge Counterparty for any such termination. Any reduction of the Advances Outstanding shall be in a minimum amount of $250,000. Any such reduction will occur only if sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Advances Outstanding by paying such amounts to the applicable Purchasers, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the applicable Purchasers, and third to the payment of any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction; provided, however, if such amounts are received during the Amortization Period or the Turbo Period, such amounts shall be applied in the order of priority set forth in Section 2.10. Any notice relating to any prepayment pursuant to this Section 2.4(b) shall be irrevocable. (c) If on any day (i) the Administrative Agent, as agent for the Secured Parties, does not own or have a valid and perfected first priority security interest in any of the Collateral or (ii) any Asset which has been represented by the Seller to be an Eligible Asset is later determined not to have been an Eligible Asset as of the related Cut-Off Date, upon the earlier of the Seller’s receipt of notice from the Administrative Agent or the Seller becoming aware thereof and the Seller’s failure to cure such breach within 30 days, the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Asset in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers and each Hedge Counterparty, an amount equal to (x) the Outstanding Asset Balance of the Asset (calculated without regard to either of the first two provisos contained in the definition of “Outstanding Asset Balance”) to be applied towards to the pro rata reduction of the principal of the Class A VFCs until paid in full, each VFC plus (y) any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction required as a result of the Deemed Collection and retransfer of the related Asset contemplated by this Section 2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action, be deemed to transfer to the Seller (or any Affiliate of the Seller designated by the Seller), free and clear of any Lien created by the Administrative Agent, all of the right, title and interest of the Administrative Agent, as agent for the Secured Parties, in, to, and under the Asset with respect to which the Administrative Agent has received such Deemed Collection, but without any other representation and warranty of any kind, express or implied. (d) At any time prior to the Termination Date (the Seller acknowledging that the Termination Date has occurred), the Seller may, upon at least two (2) Business Days’ prior written notice to the Administrative Agent, request that the aggregate Class A Commitments be increased in increments of $125,000,000 up to a maximum incremental amount of $250,000,000, with a commensurate increase in the Class A Commitment of each Liquidity Bank, any such increase to be subject to the written consent of the Administrative Agent and each Liquidity Bank.

Reduction of the Facility Amount; Mandatory and Optional Repayments; Increase of Commitment. (a) The Seller may, upon at least 10 days’ prior written notice (such notice to be received by the Administrative Agent no later than 5:00 p.m. (New York City, New York time) on such day) to the Administrative AgentAgent and Class B Purchaser, terminate in whole or reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that each partial reduction of the Facility Amount shall be in an aggregate amount equal to at least $1,000,000; and provided, further that, the reduction in the Facility Amount shall be allocated pro rata between the Class A Facility Amount and the Class B Facility Amount. Each notice of reduction or termination pursuant to this Section 2.4(a) shall be irrevocable. (b) The Seller may, upon two Business Days’ prior written notice (such notice to be received by the Administrative Agent and each Hedge Counterparty no later than 2:00 p.m. (New York City, New York time) on such day) to the Administrative Agent, reduce the Advances Outstanding by remitting, to the Administrative Agent, for payment to the applicable Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding, related accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that no such reduction shall be given effect unless the Seller has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and Seller has paid all Hedge Breakage Costs and any payments owing to the relevant Hedge Counterparty for any such termination. Any reduction of the Advances Outstanding shall be in a minimum amount of $250,000. Any such reduction will occur only if sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Advances Outstanding by paying such amounts to the applicable Purchasers, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the applicable Purchasers, and third to the payment of any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction; provided, however, (x) if such amounts are received during the Amortization Period or the Turbo Period, such amounts shall be applied in the order of priority set forth in Section 2.10, and (y) if such amounts are received during the Revolving Period, such amounts shall be applied first to Class A Advances Outstanding and related Interest, Breakage Costs and Hedge Breakage Costs and then to Class B Advances Outstanding and related Interest and Breakage Costs. Any notice relating to any prepayment pursuant to this Section 2.4(b) shall be irrevocable. (c) If on any day (i) the Administrative Agent, as agent for the Secured Parties, does not own or have a valid and perfected first priority security interest in any of the Collateral or (ii) any Asset which has been represented by the Seller to be an Eligible Asset is later determined not to have been an Eligible Asset as of the related Cut-Off Date, upon the earlier of the Seller’s receipt of notice from the Administrative Agent or the Seller becoming aware thereof and the Seller’s failure to cure such breach within 30 days, the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Asset in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers and each Hedge Counterparty, an amount equal to (x) the Outstanding Asset Balance of the Asset (calculated without regard to the first two provisos contained in the definition of “Outstanding Asset Balance”) to be applied towards the reduction of the principal of the Class A VFCs until paid in full and then towards the reduction of the principal of the Class B VFCs until paid in full, plus (y) any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction required as a result of the Deemed Collection and retransfer of the related Asset contemplated by this Section 2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action, be deemed to transfer to the Seller (or any Affiliate of the Seller designated by the Seller), free and clear of any Lien created by the Administrative Agent, all of the right, title and interest of the Administrative Agent, as agent for the Secured Parties, in, to, and under the Asset with respect to which the Administrative Agent has received such Deemed Collection, but without any other representation and warranty of any kind, express or implied. (d) At any time prior to the Termination Date (the Seller acknowledging that the Termination Date has occurred)Date, the Seller may, upon at least two (2) Business Days’ prior written notice to the Administrative Agent, request that the aggregate Class A Commitments be increased in increments of $125,000,000 up to a maximum incremental amount of $250,000,000, with a commensurate increase in the Class A Commitment of each Liquidity BankBank and the pro rata increase in the Class B Commitments in increments of $8,333,334 (or $8,333,333, as applicable) up to a maximum incremental amount of $16,666,667, any such increase to be subject to the written consent of the Administrative Agent Agent, the Class B Purchaser and each Liquidity Bank.

Reduction of the Facility Amount; Mandatory and Optional Repayments; Increase of Commitment. (a) The Seller may, upon at least 10 days’ prior written notice (such notice to be received by the Administrative Agent no later than 5:00 p.m. (New York City, New York time) on such day) to the Administrative Agent, terminate in whole or reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that each partial reduction of the Facility Amount shall be in an aggregate amount equal to at least $1,000,000. Each notice of reduction or termination pursuant to this Section 2.4(a) shall be irrevocable. (b) The Seller may, upon two Business Days’ prior written notice (such notice to be received by the Administrative Agent and each Hedge Counterparty no later than 2:00 p.m. 11:00 a.m. (New York City, New York time) on such day) to the Administrative Agent, reduce the Advances Outstanding by remitting, to the Administrative Agent, for payment to the applicable Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding, related accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that no such reduction shall be given effect unless the Seller has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and Seller has paid all Hedge Breakage Costs and any payments owing to the relevant Hedge Counterparty for any such termination. Any reduction of the Advances Outstanding shall be in a minimum amount of $250,000. Any such reduction will occur only if sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Advances Outstanding by paying such amounts to the applicable Purchasers, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the applicable Purchasers, and third to the payment of any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction; provided, however, if such amounts are received during the Amortization Period or the Turbo Period, such amounts shall be applied in the order of priority set forth in Section 2.10. Any notice relating to any prepayment pursuant to this Section 2.4(b) shall be irrevocable. (c) If on any day (i) the Administrative Agent, as agent for the Secured Parties, does not own or have a valid and perfected first priority security interest in any of the Collateral or (ii) any Asset which has been represented by the Seller to be an Eligible Asset is later determined not to have been an Eligible Asset as of the related Cut-Off Date, upon the earlier of the Seller’s receipt of notice from the Administrative Agent or the Seller becoming aware thereof and the Seller’s failure to cure such breach within 30 days, the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Asset in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers and each Hedge Counterparty, an amount equal to (x) (1) the Outstanding Asset Balance of the Asset (calculated without regard to the first two provisos contained in the definition of “Outstanding Asset Balance”) to be applied towards to the pro rata reduction of the principal of the Class A VFCs until paid in full, each VFC plus (y) any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction required as a result of the Deemed Collection and retransfer of the related Asset contemplated by this Section 2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action, be deemed to transfer to the Seller (or any Affiliate of the Seller designated by the Seller), free and clear of any Lien created by the Administrative Agent, all of the right, title and interest of the Administrative Agent, as agent for the Secured Parties, in, to, and under the Asset with respect to which the Administrative Agent has received such Deemed Collection, but without any other representation and warranty of any kind, express or implied. (d) At any time prior to the Termination Date (the Seller acknowledging that the Termination Date has occurred)Date, the Seller may, upon at least two (2) Business Days’ prior written notice to the Administrative Agent, request that the aggregate Class A Commitments be increased in increments of $125,000,000 up to a maximum incremental amount of $250,000,000, with a commensurate increase in the Class A Commitment of each Liquidity Bank, any such increase to be subject to the written consent of the Administrative Agent and each Liquidity Bank.

Reduction of the Facility Amount; Mandatory and Optional Repayments; Increase of Commitment. (a) The Seller may, upon at least 10 days’ prior written notice (such notice to be received by the Administrative Agent no later than 5:00 p.m. (New York City, New York time) on such day) to the Administrative AgentAgent and Class B Purchaser, terminate in whole or reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that each partial reduction of the Facility Amount shall be in an aggregate amount equal to at least $1,000,000; and provided, further that, the reduction in the Facility Amount shall be allocated pro rata between the Class A Facility Amount and the Class B Facility Amount. Each notice of reduction or termination pursuant to this Section 2.4(a) shall be irrevocable. (b) The Seller may, upon two Business Days’ prior written notice (such notice to be received by the Administrative Agent and each Hedge Counterparty no later than 2:00 p.m. 11:00 a.m. (New York City, New York time) on such day) to the Administrative Agent, reduce the Advances Outstanding by remitting, to the Administrative Agent, for payment to the applicable Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding, related accrued Interest, Breakage Costs and Hedge Breakage Costs; provided that no such reduction shall be given effect unless the Seller has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and Seller has paid all Hedge Breakage Costs and any payments owing to the relevant Hedge Counterparty for any such termination. Any reduction of the Advances Outstanding shall be in a minimum amount of $250,000. Any such reduction will occur only if sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Advances Outstanding by paying such amounts to the applicable Purchasers, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the applicable Purchasers, and third to the payment of any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction; provided, however, (x) if such amounts are received during the Amortization Period or the Turbo Period, such amounts shall be applied in the order of priority set forth in Section 2.10, and (y) if such amounts are received during the Revolving Period, such amounts shall be applied first to Class A Advances Outstanding and related Interest, Breakage Costs and Hedge Breakage Costs and then to Class B Advances Outstanding and related Interest and Breakage Costs. Any notice relating to any prepayment pursuant to this Section 2.4(b) shall be irrevocable. (c) If on any day (i) the Administrative Agent, as agent for the Secured Parties, does not own or have a valid and perfected first priority security interest in any of the Collateral or (ii) any Asset which has been represented by the Seller to be an Eligible Asset is later determined not to have been an Eligible Asset as of the related Cut-Off Date, upon the earlier of the Seller’s receipt of notice from the Administrative Agent or the Seller becoming aware thereof and the Seller’s failure to cure such breach within 30 days, the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Asset in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers and each Hedge Counterparty, an amount equal to (x) the Outstanding Asset Balance of the Asset (calculated without regard to the first two provisos contained in the definition of “Outstanding Asset Balance”) to be applied towards the reduction of the principal of the Class A VFCs until paid in full and then towards the reduction of the principal of the Class B VFCs until paid in full, plus (y) any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction required as a result of the Deemed Collection and retransfer of the related Asset contemplated by this Section 2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action, be deemed to transfer to the Seller (or any Affiliate of the Seller designated by the Seller), free and clear of any Lien created by the Administrative Agent, all of the right, title and interest of the Administrative Agent, as agent for the Secured Parties, in, to, and under the Asset with respect to which the Administrative Agent has received such Deemed Collection, but without any other representation and warranty of any kind, express or implied. (d) At any time prior to the Termination Date (the Seller acknowledging that the Termination Date has occurred)Date, the Seller may, upon at least two (2) Business Days’ prior written notice to the Administrative Agent, request that the aggregate Class A Commitments be increased in increments of $125,000,000 up to a maximum incremental amount of $250,000,000, with a commensurate increase in the Class A Commitment of each Liquidity BankBank and the pro rata increase in the Class B Commitments in increments of $8,333,334 (or $8,333,333, as applicable) up to a maximum incremental amount of $16,666,667, any such increase to be subject to the written consent of the Administrative Agent Agent, the Class B Purchaser and each Liquidity Bank.