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

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers may, upon one Business Day’s prior written notice (such notice to be received by the Administrative Agent and each Purchaser Agent no later than 2:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser Agent, reduce the Advances Outstanding; provided that any reduction of the Advances Outstanding shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof. In connection with any such reduction of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that no such reduction shall be given effect unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Purchaser Agents shall apply such amounts first to the pro rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage Costs. Any notice relating to any prepayment pursuant to this Section 2.4(a) shall be irrevocable. (b) If on any day 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, upon the earlier of such Seller’s receipt of notice from the Administrative Agent or such Seller becoming aware thereof and such Seller’s failure to cure such breach within thirty (30) days, such Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers, an amount equal to (x) the Outstanding Loan Balance of the Loan to be applied to the pro rata reduction of the principal of each VFN plus (y) any Breakage Costs required as a result of the Deemed Collection and release of the related Loan contemplated by this Section 2.4(b). 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 release to the applicable 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 Loan 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.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers Seller may, upon one at least twenty (20) Business Day’s Days’ prior written notice (such notice to be received by the Administrative Agent and each Purchaser Agent no later than 5:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser 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. The Commitment of each Conduit Purchaser and each Institutional Purchaser shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.4(a). (b) The Seller may, upon one Business Days’ prior written notice (such notice to be received by the Administrative Agent, each Hedge Counterparty and each Purchaser Agent no later than 2:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser Agent, reduce the Advances Outstanding by remitting, in accordance with their Pro Rata Share, to each Purchaser Agent, for payment to the respective 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 (1) 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 (2) if a Termination Event or Unmatured Termination Event has occurred, is continuing or would result from such reduction. Any reduction of the Advances Outstanding shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof500,000. In connection with any Any such reduction of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that no such reduction shall be given effect unless 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 Purchaser Agents shall apply such amounts first to the pro rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage CostsCosts and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction. Any notice relating to any prepayment pursuant to this Section 2.4(a2.4(b) shall be irrevocable. (bc) 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 CollateralCollateral 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 such the Seller’s receipt of notice from the Administrative Agent or such the Seller becoming aware thereof and such the Seller’s failure to cure such breach within thirty (30) days, such the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan Asset in full and shall on such day pay to the Administrative Agent, on behalf of the PurchasersPurchasers and each Hedge Counterparty, an amount equal to (x) the Outstanding Loan Asset Balance of the Loan Asset to be applied to the pro rata reduction of the principal of each VFN 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 release of the related Loan Asset contemplated by this Section 2.4(b2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action action, be deemed to release to the applicable 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 Loan 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) If on any day the aggregate Advances Outstanding with respect to all Eligible Treasury Securities that are part of the Collateral exceed an amount equal to (i) during an Available Treasuries Period, the product of ninety-six percent (96%) multiplied by the aggregate fair market value of all Eligible Treasury Securities that are part of the Collateral, as determined by the Servicer based solely on the value of such securities reported in the Treasury Securities Account by the Collateral Custodian on a daily basis and (ii) at any other time, $0, the Seller shall either (i) submit a Borrowing Base Certificate demonstrating that the aggregate Advances Outstanding do not exceed the lesser of (x) the Facility Amount or (y) the Maximum Availability or (ii) pay (a “Mandatory Treasury Security Prepayment”), to each Purchaser Agent for payment to the respective Purchasers in accordance with their Pro Rata Share, within one (1) Business Day thereafter, an amount equal to the aggregate Advances Outstanding with respect to all Eligible Treasury Securities that are part of the Collateral on such day minus the Available Treasuries Amount on such day (the “Mandatory Treasury Security Prepayment Amount”). In connection with such Mandatory Treasury Security Prepayment, the Seller shall deliver one (1) Business Day’s prior written notice (such notice to be received by the Administrative Agent, each Hedge Counterparty and each Purchaser Agent no later than 2:00 p.m. (Charlotte, North Carolina time) on such day) of such Mandatory Treasury Security Prepayment, which notice shall include: (i) the amount of the applicable Mandatory Treasury Security Prepayment Amount and (ii) instructions to reduce the Advances Outstanding with respect to all Eligible Treasury Securities that are part of the Collateral; provided that no such reduction shall be given effect if a Termination Event or Unmatured Termination Event has occurred, is continuing or would result from such reduction. Any such reduction will occur only if sufficient funds have been remitted to pay the Mandatory Treasury Security Prepayment Amount due hereunder in full. Upon receipt of such amounts, the Purchaser Agents shall apply such amounts to the pro rata reduction of the Advances Outstanding with respect to all Eligible Treasury Securities that are part of the Collateral. Any notice relating to any prepayment pursuant to this Section 2.4(d) shall be irrevocable.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers Seller may, upon one at least twenty (20) Business Day’s Days’ prior written notice (such notice to be received by the Administrative Agent and each Purchaser Agent no later than 5:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser 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 one Business Days’ prior written notice (such notice to be received by the Administrative Agent, each Hedge Counterparty and each Purchaser Agent no later than 2:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser Agent, reduce the Advances Outstanding by remitting, in accordance with their Pro Rata Share, to each Purchaser Agent, for payment to the respective 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 (1) 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 (2) if a Termination Event or Unmatured Termination Event has occurred, is continuing or would result from such reduction. Any reduction of the Advances Outstanding shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof500,000. In connection with any Any such reduction of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that no such reduction shall be given effect unless 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 Purchaser Agents shall apply such amounts first to the pro rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage CostsCosts and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction. Any notice relating to any prepayment pursuant to this Section 2.4(a2.4(b) shall be irrevocable. (bc) 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 CollateralCollateral 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 such the Seller’s receipt of notice from the Administrative Agent or such the Seller becoming aware thereof and such the Seller’s failure to cure such breach within thirty (30) days, such the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan Asset in full and shall on such day pay to the Administrative Agent, on behalf of the PurchasersPurchasers and each Hedge Counterparty, an amount equal to (x) the Outstanding Loan Asset Balance of the Loan Asset to be applied to the pro rata reduction of the principal of each VFN 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 release retransfer of the related Loan Asset contemplated by this Section 2.4(b2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action action, be deemed to release transfer to the applicable 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 Loan 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.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers may, Borrower shall be entitled at its option and upon one ten (10) Business Day’s Days' prior written notice in the form of Exhibit A-2 to the Administrative Agent (and the Administrative Agent shall forward such notice to be received by each Lender) to either (i) terminate the Facility Amount in whole upon payment in full of all Advances Outstanding, all accrued and unpaid Interest, all accrued and unpaid costs and expenses of the Administrative Agent, Lenders, the Prepayment Penalty (payable pro rata to each Lender) and all other Aggregate Unpaids (other than unmatured contingent indemnification obligations), or (ii) reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, all accrued and unpaid Interest (pro rata with respect to the portion of the Facility Amount so reduced), all accrued and unpaid costs and expenses of the Administrative Agent and Lenders and the Prepayment Penalty (payable pro rata to each Purchaser Agent Lender); provided that in each case no later Prepayment Penalty shall be due and payable so long as such termination or reduction occurs no sooner than 2:00 p.m. the date which is one year following the Closing Date. Any request for a reduction or termination pursuant to this Section 2.3(a) shall be irrevocable; provided that any such request for a reduction or termination may be conditioned on the effectiveness of any other transaction and may be revoked if such condition is not satisfied. The Commitment of each Lender shall be reduced by an amount equal to its Pro Rata Share (Charlotteprior to giving effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.3(a). (b) The Borrower shall be entitled at its option, North Carolina at any time, to reduce Advances Outstanding; provided that (i) on the Borrower shall give one (1) Business Day's prior written notice of such day) reduction in the form of Exhibit A-2 to the Administrative Agent and each Purchaser AgentLender, reduce the Advances Outstanding; provided that and (ii) any reduction of the Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce Advances Outstanding such that the Availability is greater than or equal to $0) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof500,000. In connection with any such reduction of Advances OutstandingOutstanding (x) in part, the Sellers Borrower shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, Lender funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, unpaid costs and expenses of the Administrative Agent and Lenders related to such repayment (payable pro rata to each Lender) and (iiy) instructions in whole, the Borrower shall deliver to reduce each Lender funds sufficient to repay such Advances Outstanding, together with all accrued and unpaid Interest, and all accrued and unpaid costs and expenses of the Administrative Agent and Lenders related accrued Interest and Breakage Coststo such repayment (payable pro rata to each Lender); provided, provided that no such reduction shall be given effect unless (1) sufficient funds have been remitted to pay all such amounts in full, as determined by the succeeding sentence Administrative Agent in fullits sole discretion and (2) no event has occurred or would result from such prepayment which would constitute an Termination Event or an Unmatured Termination Event. Upon receipt of such amounts, the Purchaser Agents The Administrative Agent shall apply such amounts first received from the Borrower pursuant to this Section 2.3(b) to the pro rata reduction of the Advances Outstanding, second Outstanding and to the payment of related all accrued and unpaid Interest on the amount of the Advances Outstanding to be repaid. Any Advance so repaid by paying such amounts may, subject to the respective Purchasersterms and conditions hereof, and third to be reborrowed during the payment of any Breakage CostsReinvestment Period. Any notice Repayment Notice relating to any prepayment repayment pursuant to this Section 2.4(a2.3(b) shall be irrevocable. (b) If on any day 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, upon the earlier of such Seller’s receipt of notice from the Administrative Agent or such Seller becoming aware thereof and such Seller’s failure to cure such breach within thirty (30) days, such Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers, an amount equal to (x) the Outstanding Loan Balance of the Loan to be applied to the pro rata reduction of the principal of each VFN plus (y) any Breakage Costs required as a result of the Deemed Collection and release of the related Loan contemplated by this Section 2.4(b). In connection with ; provided that any such Deemed Collection, Repayment Notice may be conditioned on the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action be deemed to release to the applicable Seller, free and clear effectiveness of any Lien created by the Administrative Agent, all of the right, title other transaction and interest of the Administrative Agent, as agent for the Secured Parties, in, to, and under the Loan with respect to which the Administrative Agent has received may be revoked if such Deemed Collection, but without any other representation and warranty of any kind, express or impliedcondition is not satisfied.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers Seller may, upon one at least 20 Business Day’s Days’ prior written notice (such notice to be received by the Administrative Agent and each Purchaser Agent no later than 5:00 p.m. (New York City, New York time) on such day) to the Administrative Agent and each Purchaser 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 one Business Days’ prior written notice (such notice to be received by the Administrative Agent, each Hedge Counterparty and each Purchaser Agent no later than 2:00 p.m. (CharlotteNew York City, North Carolina New York time) on such day) to the Administrative Agent and each Purchaser Agent, reduce the Advances Outstanding by remitting, in accordance with their Pro Rata Share, to each Purchaser Agent, for payment to the respective 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 (1) 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 (2) if a Termination Event or Unmatured Termination Event has occurred, is continuing or would result from such reduction. Any reduction of the Advances Outstanding shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof250,000. In connection with any Any such reduction of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that no such reduction shall be given effect unless 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 Purchaser Agents shall apply such amounts first to the pro rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage CostsCosts and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction. Any notice relating to any prepayment pursuant to this Section 2.4(a2.4(b) shall be irrevocable. (bc) 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 CollateralCollateral 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 such the Seller’s receipt of notice from the Administrative Agent or such the Seller becoming aware thereof and such the Seller’s failure to cure such breach within thirty (30) 30 days, such the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan Asset in full and shall on such day pay to the Administrative Agent, on behalf of the PurchasersPurchasers and each Hedge Counterparty, an amount equal to (x) (1) the Outstanding Loan Asset Balance of the Loan Asset (or, in the case of the Tandem Asset, the Tandem Outstanding Asset Balance) to be applied to the pro rata reduction of the principal of each VFN 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 release retransfer of the related Loan Asset contemplated by this Section 2.4(b2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action action, be deemed to release transfer to the applicable 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 Loan 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.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers Seller may, upon one at least twenty (20) Business Day’s Days’ prior written notice (such notice to be received by the Administrative Agent and each Purchaser Agent no later than 5:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser 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, however, 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. The Commitment of each Conduit Purchaser and each Institutional Purchaser shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.4(a). (b) The Seller may, upon one Business Days’ prior written notice (such notice to be received by the Administrative Agent, each Hedge Counterparty and each Purchaser Agent no later than 2:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser Agent, reduce the Advances Outstanding by remitting, in accordance with their Pro-Rata Share, to each Purchaser Agent, for payment to the respective Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding, related accrued Interest, Breakage Costs and Hedge Breakage Costs; provided provided, that no such reduction shall be given effect (1) 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 (2) if a Termination Event or Unmatured Termination Event has occurred, is continuing or would result from such reduction. Any reduction of the Advances Outstanding shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof500,000. In connection with any Any such reduction of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that no such reduction shall be given effect unless 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 Purchaser Agents shall apply such amounts first to the pro pro-rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage CostsCosts and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction. Any notice relating to any prepayment pursuant to this Section 2.4(a2.4(b) shall be irrevocable. (bc) 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 CollateralCollateral 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 such the Seller’s receipt of notice from the Administrative Agent or such the Seller becoming aware thereof and such the Seller’s failure to cure such breach within thirty (30) days, such the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan Asset in full and shall on such day pay to the Administrative Agent, on behalf of the PurchasersPurchasers and each Hedge Counterparty, an amount equal to (x) the Outstanding Loan Asset Balance of the Loan Asset to be applied to the pro pro-rata reduction of the principal of each VFN 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 release of the related Loan Asset contemplated by this Section 2.4(b2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action action, be deemed to release to the applicable 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 Loan 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.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers may, Borrower shall be entitled at its option and upon one (1) Business Day’s prior written notice in the form of Exhibit A-2 to the Administrative Agent (and the Administrative Agent shall forward such notice to each Lender Agent) to either (i) terminate the Facility Amount in whole upon payment in full of all Advances Outstanding, all accrued and unpaid Interest, any Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders, the Prepayment Penalty (payable pro rata to each Lender Agent for the account of the applicable Lender) and all other Aggregate Unpaids (other than unmatured contingent indemnification obligations), or (ii) reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, all accrued and unpaid Interest (pro rata with respect to the portion of the Facility Amount so reduced), any Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders and the Prepayment Penalty (payable pro rata to each Lender Agent for the account of the applicable Lender); provided that, in each case no Prepayment Penalty shall be received due and payable, so long as, such termination or reduction occurs no sooner than the date which is eighteen (18) months following the Closing Date. Any request for a reduction or termination pursuant to this Section 2.3(a) shall be irrevocable. The Commitment of each Conduit Lender and each Institutional Lender shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.3(a). (b) The Borrower shall be entitled at its option, at any time, to reduce Advances Outstanding in any Eligible Currency; provided that, (i) the Borrower shall give (a) one (1) Business Day’s prior written notice of such reduction if the repayment is in Dollars or (b) two (2) Business Day’s prior written notice of such reduction if the repayment is in an Eligible Currency other than Dollars (in each case other than with respect to repayments of Advances Outstanding made by the Administrative Agent and Borrower to reduce Advances Outstanding such that no Borrowing Base Deficiency exists), which, in each Purchaser Agent no later than 2:00 p.m. (Charlotte, North Carolina time) on such day) case shall be in the form of Exhibit A-2 to the Administrative Agent and each Purchaser Lender Agent, reduce the Advances Outstanding; provided that and (ii) any reduction of the Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce Advances Outstanding such that no Borrowing Base Deficiency exists) shall be in a minimum amount of $500,000 and in integral multiples the Dollar equivalent of $100,000 in excess thereof500,000. In connection with any such reduction of Advances OutstandingOutstanding (x) in part, the Sellers Borrower shall deliver to each Purchaser Lender Agent funds sufficient to repay such Advances Outstanding, together with any Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders related to such repayment and (iy) in accordance with their Pro-Rata Sharewhole, for payment the Borrower shall deliver to the respective Purchasers, each Lender Agent funds sufficient to repay such Advances Outstanding, together with all accrued Interest and unpaid Interest, any Breakage Costs, and (ii) instructions all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders related to reduce such Advances Outstandingrepayment; provided that, related accrued Interest and Breakage Costs; provided, that no such reduction shall be given effect unless (1) sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Purchaser Agents shall apply such amounts first to the pro rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage Costs. Any notice relating to any prepayment pursuant to this Section 2.4(a) shall be irrevocable. (b) If on any day 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, upon the earlier of such Seller’s receipt of notice from the Administrative Agent or such Seller becoming aware thereof and such Seller’s failure to cure such breach within thirty (30) days, such Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers, an amount equal to (x) the Outstanding Loan Balance of the Loan to be applied to the pro rata reduction of the principal of each VFN plus (y) any Breakage Costs required as a result of the Deemed Collection and release of the related Loan contemplated by this Section 2.4(b). 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 release to the applicable Seller, free and clear of any Lien created determined by the Administrative Agent, all of the right, title and interest of the Administrative Agent, as agent for the Secured Parties, in, toin its sole discretion, and under the Loan with respect to (2) no event has occurred or would result from such prepayment which the Administrative Agent has received such Deemed Collection, but without any other representation and warranty of any kind, express would constitute a Termination Event or implied.an Unmatured Termination USActive 57833767.7

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers Seller may, upon one at least 30 Business Day’s Days’ prior written notice (such notice notice, in the form of Exhibit A-3, to be received by the Administrative Agent and each Purchaser Agent no later than 2:00 5:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser 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, however, that each partial reduction of the Facility Amount pursuant to this Section 2.3(a) shall be in an aggregate amount equal to at least $1,000,000 and shall reduce the applicable Commitments of the Purchasers ratably based on their respective Pro Rata Shares. Each notice of reduction or termination pursuant to this Section 2.3(a) shall be irrevocable. (b) The Seller may at any time and from time to time upon two Business Days’ prior written notice (such notice, in the form of Exhibit A-3, to be received by the Administrative Agent, each Hedge Counterparty and each Purchaser Agent no later than 2:00 p.m. on such day) to the Administrative Agent, each Hedge Counterparty and each Purchaser Agent, reduce the Advances Outstanding by remitting, in accordance with its Pro Rata Share, to each Purchaser Agent, for payment to the respective Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding; provided provided, that, no such reduction shall be given effect (1) 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 owing to the relevant Hedge Counterparty for any such termination, (2) if a Termination Event or Unmatured Termination Event would result from such reduction or (3) during the Amortization Period unless such prepayment is made solely from the proceeds of a capital contribution and not from Collections. Any reduction of the Advances Outstanding shall be in a minimum amount of the greater of (a) $500,000 1,000,000 (or any lesser amount as may be applied by the Seller to reduce Advances Outstanding concurrently with a reduction of the Facility Amount pursuant to Section 2.3(c)) and in integral multiples of $100,000 in excess thereof. In connection with any such reduction (b) the minimum amount required to pay the Hedge Breakage Costs related to the reduced portion of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that no . Any such reduction shall be given effect unless 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 Purchaser Agents Administrative Agent shall apply such amounts first to the pro rata reduction of the Advances Outstanding, and second to the payment of any Hedge Breakage Costs. Any related accrued Interest and Breakage Costs related to such reduction of Advances shall be paid by the Seller on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasersimmediately succeeding Payment Date in accordance with Section 2.7 or Section 2.8, and third to the payment of any Breakage Costsas applicable. Any notice relating to any prepayment pursuant to this Section 2.4(a2.3(b) shall be irrevocable. (bc) If During the period commencing on any the Effective Date and ending on the last day 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 CollateralRevolving Period, upon the earlier of such Seller’s receipt of notice from the Administrative Agent or such Seller becoming aware thereof and such Seller’s failure to cure such breach within thirty (30) days, such Seller Facility Amount shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan in full and shall on such day pay to the Administrative Agent, on behalf automatically reduced as of the Purchasers, Payment Date in the next calendar month by an amount equal to the sum of (xi) for so long as the Facility Amount exceeds $150,000,000, 80% of (A) the Outstanding Loan Balance Net Proceeds actually received and available to be retained by the Seller from the sale or other monetization of Assets pursuant to Section 2.17 and (B) the aggregate Principal Collections received during such period, plus (ii) 7.5% of the Loan Net Proceeds actually received and available to be applied retained by the Originator from the sale of any of its unencumbered investment assets to a third party (up to an aggregate amount equal to $7,500,000), and the Commitments of the Purchasers shall be concurrently reduced ratably based on their respective Pro Rata Shares of such amount. For the avoidance of doubt, nothing in this Section 2.3(c) shall be construed to give the Seller recourse to the pro rata reduction of proceeds realized by the principal of each VFN plus (y) any Breakage Costs required as a result of the Deemed Collection and release of the related Loan contemplated by this Section 2.4(b). In Originator in connection with any such Deemed Collection, the Administrative Agent, as agent sale referenced in clause (ii) above for the Secured Parties, shall automatically and without further action be deemed to release to the applicable Seller, free and clear purpose 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 Loan with respect to which the Administrative Agent has received such Deemed Collection, but without any other representation and warranty of any kind, express or impliedreducing Advanced Outstanding hereunder.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers Seller may, upon one at least twenty (20) Business Day’s Days’ prior written notice (such notice to be received by the Administrative Agent and each Purchaser Agent no later than 5:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser 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, however, 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 one Business Days’ prior written notice (such notice to be received by the Administrative Agent, each Hedge Counterparty and each Purchaser Agent no later than 2:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser Agent, reduce the Advances Outstanding by remitting, in accordance with their Pro-Rata Share, to each Purchaser Agent, for payment to the respective Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding, related accrued Interest, Breakage Costs and Hedge Breakage Costs; provided provided, that, no such reduction shall be given effect (1) 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 (2) if a Termination Event or Unmatured Termination Event has occurred, is continuing or would result from such reduction. Any reduction of the Advances Outstanding shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof500,000. In connection with any Any such reduction of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that no such reduction shall be given effect unless 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 Purchaser Agents shall apply such amounts first to the pro pro-rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage CostsCosts and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction. Any notice relating to any prepayment pursuant to this Section 2.4(a2.4(b) shall be irrevocable. (bc) 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 CollateralCollateral 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 such the Seller’s receipt of notice from the Administrative Agent or such the Seller becoming aware thereof and such the Seller’s failure to cure such breach within thirty (30) days, such the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan Asset in full and shall on such day pay to the Administrative Agent, on behalf of the PurchasersPurchasers and each Hedge Counterparty, an amount equal to (x) the Outstanding Loan Asset Balance of the Loan Asset to be applied to the pro pro-rata reduction of the principal of each VFN 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 release retransfer of the related Loan Asset contemplated by this Section 2.4(b2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action action, be deemed to release transfer to the applicable 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 Loan 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.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers may, Borrower shall be entitled at its option and upon one (1) Business Day’s prior written notice in the form of Exhibit A-2 to the Administrative Agent (and the Administrative Agent shall forward such notice to each Lender Agent) to either (i) terminate the Facility Amount in whole upon payment in full of all Advances Outstanding, all accrued and unpaid Interest, any Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders, the Prepayment Penalty (payable pro rata to each Lender Agent for the account of the applicable Lender) and all other Aggregate Unpaids (other than unmatured contingent indemnification obligations), or (ii) reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, all accrued and unpaid Interest (pro rata with respect to the portion of the Facility Amount so reduced), any Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders and the Prepayment Penalty (payable pro rata to each Lender Agent for the account of the applicable Lender); provided that, in each case no Prepayment Penalty shall be received due and payable, so long as, such termination or reduction occurs no sooner than the date which is eighteen (18) months following the Closing Date. Any request for a reduction or termination pursuant to this Section 2.3(a) shall be irrevocable. The Commitment of each Conduit Lender and each Institutional Lender shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.3(a). (b) The Borrower shall be entitled at its option, at any time, to reduce Advances Outstanding in any Eligible Currency; provided that, (i) the Borrower shall give (a) one (1) Business Day’s prior written notice of such reduction if the repayment is in Dollars or (b) two (2) Business Day’s prior written notice of such reduction if the repayment is in an Eligible Currency other than Dollars (in each case other than with respect to repayments of Advances Outstanding made by the Administrative Agent and Borrower to reduce Advances Outstanding such that no Borrowing Base Deficiency exists), which, in each Purchaser Agent no later than 2:00 p.m. (Charlotte, North Carolina time) on such day) case shall be in the form of Exhibit A-2 to the Administrative Agent and each Purchaser Lender Agent, reduce the Advances Outstanding; provided that and (ii) any reduction of the Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce Advances Outstanding such that no Borrowing Base Deficiency exists) shall be in a minimum amount of $500,000 and in integral multiples the Dollar equivalent of $100,000 in excess thereof500,000. In connection with any such reduction of Advances OutstandingOutstanding (x) in part, the Sellers Borrower shall deliver to each Purchaser Lender Agent funds sufficient to repay such Advances Outstanding, together with any Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders related to such repayment and (iy) in accordance with their Pro-Rata Sharewhole, for payment the Borrower shall deliver to the respective Purchasers, each Lender Agent funds sufficient to repay such Advances Outstanding, together with all accrued Interest and unpaid Interest, any Breakage Costs, and (ii) instructions all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders related to reduce such Advances Outstandingrepayment; provided that, related accrued Interest and Breakage Costs; provided, that no such reduction shall be given effect unless unless (1) sufficient funds have been remitted to pay all such amounts in full, as determined by the succeeding sentence Administrative Agent, in fullits sole discretion, and (2) no event has occurred or would result from such prepayment which would constitute a Termination Event or an Unmatured Termination Event. Upon receipt of such amounts, the Purchaser Agents The Administrative Agent shall apply such amounts first received from the Borrower pursuant to this Section 2.3(b) to the pro rata reduction of the Advances Outstanding, second to the payment of related all accrued and unpaid Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage Costs. Any notice Advance so repaid may, subject to the terms and conditions hereof, be reborrowed during the Reinvestment Period. Any Repayment Notice relating to any prepayment repayment pursuant to this Section 2.4(a2.3(b) shall be irrevocable. (bc) If on any day Notwithstanding anything to the contrary in Section 2.3(a), no Prepayment Penalty shall be payable by the Borrower in the event that (i) the Aggregate Unpaids are refinanced in a distributed capital markets offering arranged by the Administrative Agent or an Affiliate thereof, (ii) the Borrower has terminated or reduced, as applicable, the Facility Amount pursuant to Section 2.3(a) or Section 2.14(g), (iii) this Agreement has been amended and restated, (iv) Xxxxx Fargo or an Affiliate thereof is no longer acting as the Administrative Agent, as agent for the Secured Parties, does not own or (v) Xxxxx Fargo shall have (x) granted a valid and perfected first priority security interest in any or sold its Commitments such that Xxxxx Fargo and its Affiliates would hold Commitments constituting less than 51% of the CollateralMaximum Facility Amount or (y) no longer retained all approval rights pursuant to clause (a) of the definition of “Eligible Loan”; (vi) prior to the occurrence and continuation of a Termination Event, upon the earlier of such Seller’s receipt of notice from a Prohibited Transferee becomes a party to this Agreement; or (vii) at any time, the Administrative Agent or since the Closing Date has declined approval of greater than 25% of the Eligible Loans (without giving effect to clause (a) of the definition thereof) submitted by the Borrower for approval prior to such Seller becoming aware thereof and such Seller’s failure to cure such breach within thirty (30) daysdate, such Seller shall percentage to be deemed to have received calculated based on such day a collection (a “Deemed Collection”) the ratio of such Loan in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers, an amount equal to (x) the Outstanding Loan Balance number of Eligible Loans (without giving effect to clause (a) of the Loan to be applied to the pro rata reduction definition thereof) with an Assigned Value (as of the principal date of each VFN plus inclusion) of 85% or greater reviewed and not approved by the Administrative Agent to (y) any Breakage Costs required as a result the number of Eligible Loans (without giving effect to clause (a) of the Deemed Collection and release definition thereof) presented for approval by the Borrower; provided that, only Eligible Loans (without giving effect to clause (a) of the related Loan contemplated by this Section 2.4(b). 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 release to the applicable 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 Loan definition thereof) with respect to which the Borrower has provided the Administrative Agent has received with all of the information reasonably requested by the Administrative Agent to make such Deemed Collectionapproval determination for such Eligible Loans shall be reviewed; provided further that, but at least ten (10) Eligible Loans (without any other representation and warranty giving effect to clause (a) of any kind, express or impliedthe definition thereof) that meet the criteria of the foregoing proviso must have been reviewed for this sentence to apply.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers mayBorrower shall be entitled at its option and upon ten (10) Business Days’ prior written notice in the form of Exhibit A-2 to the Administrative Agent (and the Administrative Agent shall forward such notice to each Lender) to either (i) terminate the Facility Amount in whole upon payment in full of all Advances Outstanding, upon all accrued and unpaid Interest, all accrued and unpaid costs and expenses of the Administrative Agent, Lenders, the Prepayment Penalty (payable pro rata to each Lender) and all other Aggregate Unpaids (other than unmatured contingent indemnification obligations), or (ii) reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, all accrued and unpaid Interest (pro rata with respect to the portion of the Facility Amount so reduced), all accrued and unpaid costs and expenses of the Administrative Agent and Lenders and the Prepayment Penalty (payable pro rata to each Lender); provided that in each case no Prepayment Penalty shall be due and payable so long as such termination or reduction occurs no sooner than the date which is one year following the Closing Date. Any request for a reduction or termination pursuant to this Section 2.3(a) shall be irrevocable; provided that any such request for a reduction or termination may be conditioned on the effectiveness of any other transaction and may be revoked if such condition is not satisfied. The Commitment of each Lender shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.3(a). (b) The Borrower shall be entitled at its option, at any time, to reduce Advances Outstanding; provided that (i) the Borrower shall give one (1) Business Day’s prior written notice (of such notice to be received by reduction in the Administrative Agent and each Purchaser Agent no later than 2:00 p.m. (Charlotte, North Carolina time) on such day) form of Exhibit A-2 to the Administrative Agent and each Purchaser AgentLender, reduce the Advances Outstanding; provided that and (ii) any reduction of the Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce Advances Outstanding such that the Availability is greater than or equal to $0) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof500,000. In connection with any such reduction of Advances OutstandingOutstanding (x) in part, the Sellers Borrower shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, Lender funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, unpaid costs and expenses of the Administrative Agent and Lenders related to such repayment (payable pro rata to each Lender) and (iiy) instructions in whole, the Borrower shall deliver to reduce each Lender funds sufficient to repay such Advances Outstanding, together with all accrued and unpaid Interest, and all accrued and unpaid costs and expenses of the Administrative Agent and Lenders related accrued Interest and Breakage Coststo such repayment (payable pro rata to each Lender); provided, provided that no such reduction shall be given effect unless (1) sufficient funds have been remitted to pay all such amounts in full, as determined by the succeeding sentence Administrative Agent in fullits sole discretion and (2) no event has occurred or would result from such prepayment which would constitute an Termination Event or an Unmatured Termination Event. Upon receipt of such amounts, the Purchaser Agents The Administrative Agent shall apply such amounts first received from the Borrower pursuant to this Section 2.3(b) to the pro rata reduction of the Advances Outstanding, second Outstanding and to the payment of related all accrued and unpaid Interest on the amount of the Advances Outstanding to be repaid. Any Advance so repaid by paying such amounts may, subject to the respective Purchasersterms and conditions hereof, and third to be reborrowed during the payment of any Breakage CostsReinvestment Period. Any notice Repayment Notice relating to any prepayment repayment pursuant to this Section 2.4(a2.3(b) shall be irrevocable. (b) If on any day 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, upon the earlier of such Seller’s receipt of notice from the Administrative Agent or such Seller becoming aware thereof and such Seller’s failure to cure such breach within thirty (30) days, such Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers, an amount equal to (x) the Outstanding Loan Balance of the Loan to be applied to the pro rata reduction of the principal of each VFN plus (y) any Breakage Costs required as a result of the Deemed Collection and release of the related Loan contemplated by this Section 2.4(b). In connection with ; provided that any such Deemed Collection, Repayment Notice may be conditioned on the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action be deemed to release to the applicable Seller, free and clear effectiveness of any Lien created by the Administrative Agent, all of the right, title other transaction and interest of the Administrative Agent, as agent for the Secured Parties, in, to, and under the Loan with respect to which the Administrative Agent has received may be revoked if such Deemed Collection, but without any other representation and warranty of any kind, express or impliedcondition is not satisfied.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers Seller may, upon one at least twenty (20) Business Day’s Days' prior written notice (such notice to be received by the Administrative Agent and each Purchaser Agent no later than 2:00 5:00 p.m. (CharlotteNorth Carolina time) on such day) to the Administrative Agent and each Purchaser 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, however, 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 2.3(a) shall be irrevocable. (b) The Seller may, upon one (1) Business Days' prior written notice (such notice to be received by the Administrative Agent, the Hedge Counterparty and each Purchaser Agent no later than 5:00 p.m. (North Carolina time) on such day) to the Administrative Agent and each Purchaser Agent, reduce the Advances Outstanding by remitting, in accordance with their Pro-Rata Share, to each Purchaser Agent, for payment to the respective Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding, related accrued Interest, Breakage Costs and Hedge Breakage Costs; provided provided, that, no such reduction shall be given effect (1) 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 owing to the relevant Hedge Counterparty for any such termination (2) if a Termination Event or Unmatured Termination Event has occurred, is continuing or would result from such reduction. Any reduction of the Advances Outstanding shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof500,000. In connection with any Any such reduction of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that no such reduction shall be given effect unless 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 Purchaser Agents shall apply such amounts first to the pro pro-rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage Costs and Hedge Breakage Costs. Any notice relating to any prepayment pursuant to this Section 2.4(a2.3(b) shall be irrevocable. (bc) 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 each of the CollateralAssets or (ii) any Loan which has been represented by the Seller to be an Eligible Loan is later determined not to have been an Eligible Loan at the time such representation was made by Seller, upon the earlier of such the Seller’s 's receipt of notice from the Administrative Agent or such the Seller becoming aware thereof and such the Seller’s 's failure to cure such breach within thirty (30) days, such the Seller shall be deemed to have received on such day a collection (a “"Deemed Collection”") of such Loan in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers, an amount equal to (x) the Outstanding Loan Balance of the such Loan to be applied to the pro pro-rata reduction of the principal of each VFN plus (y) any Breakage Costs required as a result of the Deemed Collection and release of the related Loan contemplated by this Section 2.4(b)VFC. In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action action, be deemed to release transfer to the applicable 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 Loan 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.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers Seller may, upon one at least twenty (20) Business Day’s Days’ prior written notice (such notice to be received by the Administrative Agent and each Purchaser Agent no later than 2:00 5:00 p.m. (CharlotteNew York time) on such day) to the Administrative Agent and each Purchaser Agent, North Carolina 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, however, that (subject to the next succeeding proviso) each partial reduction of the Facility Amount shall be in an aggregate amount equal to at least $1,000,000 and shall reduce the applicable Commitments of the Purchasers ratably based on their respective Pro-Rata Shares; provided, further, however, that notwithstanding anything in the immediately preceding provisoto the contrary, so long as no Termination Event has occurred and is continuing at such time, the Seller may, in connection with any such reduction of the Facility Amount pursuant to this paragraph reduce the Commitment of Fairway Finance Company, LLC (“Fairway”) (in its capacity as a Purchaser hereunder), on a non-pro rata basis; it being understood that any such non-pro rata reductions for the account of Fairway may only occur while Fairway’s aggregate Commitment after giving effect thereto is equal to or greater than $200,000,000 (thereafter, reductions, if any, shall be made for the account of each Purchaser ratably, as described in the first provisoabove). Each notice of reduction or termination pursuant to this Section 2.3(a) shall be irrevocable. (b) The Seller may, upon one (1) Business Days’ prior written notice (such notice to be received by the Administrative Agent, the Hedge Counterparty and each Purchaser Agent no later than 5:00 p.m. (New York time) on such day) to the Administrative Agent and each Purchaser Agent, reduce the Advances Outstanding by remitting, in accordance with their Pro-Rata Share, to each Purchaser Agent, for payment to the respective Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding, related accrued Interest, Breakage Costs and Hedge Breakage Costs; provided provided, that, no such reduction shall be given effect (1) 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 owing to the relevant Hedge Counterparty for any such termination (2) if a Termination Event or Unmatured Termination Event has occurred, is continuing or would result from such reduction. Any reduction of the Advances Outstanding shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof500,000. In connection with any Any such reduction of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that no such reduction shall be given effect unless 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 Purchaser Agents shall apply such amounts first to the pro pro-rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage Costs and Hedge Breakage Costs. Any notice relating to any prepayment pursuant to this Section 2.4(a2.3(b) shall be irrevocable. (bc) 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 each of the CollateralAssets or (ii) any Loan which has been represented by the Seller to be an Eligible Loan is later determined not to have been an Eligible Loan at the time such representation was made by Seller, upon the earlier of such the Seller’s receipt of notice from the Administrative Agent or such the Seller becoming aware thereof and such the Seller’s failure to cure such breach within thirty (30) days, such the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers, an amount equal to (x) the Outstanding Loan Balance of the such Loan to be applied to the pro pro-rata reduction of the principal of each VFN plus (y) any Breakage Costs required as a result of the Deemed Collection and release of the related Loan contemplated by this Section 2.4(b)VFC. In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action action, be deemed to release transfer to the applicable 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 Loan 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.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers Seller may, upon one at least twenty (20) Business Day’s Days' prior written notice (such notice to be received by the Administrative Agent and each the Purchaser Agent no later than 2:00 5:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and the Purchaser Agent, terminate in whole or reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, accrued Interest and Breakage Costs; provided, however, 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 2.3(a) shall be irrevocable. (b) Subject to the prior written approval of the Administrative Agent and the Purchaser Agent, the Seller may, upon one (1) Business Days' prior written notice (such notice to be received by the Administrative Agent and the Purchaser Agent no later than 5:00 p.m. (North Carolina time) on such day) to the Administrative Agent and the Purchaser Agent, reduce the Advances Outstanding; provided that any reduction of Outstanding by remitting, to the Advances Outstanding shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof. In connection with any such reduction of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata ShareAgent, for payment to the respective PurchasersPurchaser, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, (i) cash and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that that, no such reduction shall be given effect unless if a Termination Event or Unmatured Termination Event has occurred, is continuing or would result from such reduction. 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 Purchaser Agents Agent shall apply such amounts first to the pro rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective PurchasersPurchaser, and third to the payment of any Breakage Costs. Any notice relating to any prepayment pursuant to this Section 2.4(a2.3(b) shall be irrevocable. (bc) 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 each of the CollateralAssets, (ii) any Loan which has been represented by the Seller to be an Eligible Loan is later determined not to have been an Eligible Loan at the time such representation was made by Seller or (iii) a Reduction Event occurs with respect to a Loan, upon the earlier of such the Seller’s 's receipt of notice from the Administrative Agent or such the Seller becoming aware thereof and such the Seller’s 's failure to cure such breach within thirty (30) days, such the Seller shall be deemed to have received on such day a collection (a “"Deemed Collection”") of such Loan in full and shall on such day pay to the Administrative Agent, on behalf of the PurchasersPurchaser, an amount equal to (x) the Outstanding Loan Balance of the such Loan to be applied to the pro pro-rata reduction of the principal of each VFN plus (y) any Breakage Costs required as a result of the Deemed Collection and release of the related Loan contemplated by this Section 2.4(b)VFC. In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action action, be deemed to release transfer to the applicable 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 Loan 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.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers Seller may, upon one at least twenty (20) Business Day’s Days’ prior written notice (such notice to be received by the Administrative Agent and each Purchaser Agent no later than 5:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser 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. The Commitment of each Conduit Purchaser and each Institutional Purchaser shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.4(a). (b) The Seller may, upon one Business Days’ prior written notice (such notice to be received by the Administrative Agent, each Hedge Counterparty and each Purchaser Agent no later than 2:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser Agent, reduce the Advances Outstanding by remitting, in accordance with their Pro Rata Share, to each Purchaser Agent, for payment to the respective 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 (1) 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 (2) if a Termination Event or Unmatured Termination Event has occurred, is continuing or would result from such reduction. Any reduction of the Advances Outstanding shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof500,000. In connection with any Any such reduction of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that no such reduction shall be given effect unless 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 Purchaser Agents shall apply such amounts first to the pro rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage CostsCosts and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction. Any notice relating to any prepayment pursuant to this Section 2.4(a2.4(b) shall be irrevocable. (bc) 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 CollateralCollateral 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 such the Seller’s receipt of notice from the Administrative Agent or such the Seller becoming aware thereof and such the Seller’s failure to cure such breach within thirty (30) days, such the Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan Asset in full and shall on such day pay to the Administrative Agent, on behalf of the PurchasersPurchasers and each Hedge Counterparty, an amount equal to (x) the Outstanding Loan Asset Balance of the Loan Asset to be applied to the pro rata reduction of the principal of each VFN 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 release of the related Loan Asset contemplated by this Section 2.4(b2.4(c). In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action action, be deemed to release to the applicable 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 Loan 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.

Reduction of the Facility Amount; Mandatory and Optional Repayments. (a) The Sellers Seller may, upon one at least 30 Business Day’s Days’ prior written notice (such notice notice, in the form of Exhibit A-2, to be received by the Administrative Agent and each Purchaser Agent no later than 2:00 5:00 p.m. (Charlotte, North Carolina timeEastern Standard Time) on such day) to the Administrative Agent and each Purchaser 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, however, that each partial reduction of the Facility Amount shall be in an aggregate amount equal to at least $1,000,000 and shall reduce the applicable Commitments of the Purchasers ratably based on their respective Pro Rata Shares. Each notice of reduction or termination pursuant to this Section 2.3(a) shall be irrevocable. (b) The Seller may, upon two Business Days’ prior written notice (such notice, in the form of Exhibit A-2, to be received by the Administrative Agent, each Hedge Counterparty and each Purchaser Agent no later than 2:00 p.m. (Eastern Standard Time) on such day) to the Administrative Agent, each Hedge Counterparty and each Purchaser Agent, reduce the Advances Outstanding by remitting, in accordance with its Pro Rata Share, to each Purchaser Agent, for payment to the respective Purchasers, (i) cash and (ii) instructions to reduce such Advances Outstanding; provided provided, that, no such reduction shall be given effect (1) 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 owing to the relevant Hedge Counterparty for any such termination or (2) if a Termination Event or Unmatured Termination Event has occurred, is continuing or would result from such reduction. Any reduction of the Advances Outstanding shall be in a minimum amount of the greater of (a) $500,000 1,000,000 and in integral multiples of $100,000 in excess thereof. In connection with any such reduction (b) the minimum amount required to pay the Hedge Breakage Costs related to the reduced portion of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided, that no . Any such reduction shall be given effect unless 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 Purchaser Agents Administrative Agent shall apply such amounts first to the pro rata reduction of the Advances Outstanding, and second to the payment of any Hedge Breakage Costs. Any related accrued Interest and Breakage Costs related to such reduction of Advances shall be paid by the Seller on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasersimmediately succeeding Payment Date in accordance with Section 2.7 or Section 2.8, and third to the payment of any Breakage Costsas applicable. Any notice relating to any prepayment pursuant to this Section 2.4(a2.3(b) shall be irrevocable. (b) If on any day 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, upon the earlier of such Seller’s receipt of notice from the Administrative Agent or such Seller becoming aware thereof and such Seller’s failure to cure such breach within thirty (30) days, such Seller shall be deemed to have received on such day a collection (a “Deemed Collection”) of such Loan in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers, an amount equal to (x) the Outstanding Loan Balance of the Loan to be applied to the pro rata reduction of the principal of each VFN plus (y) any Breakage Costs required as a result of the Deemed Collection and release of the related Loan contemplated by this Section 2.4(b). 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 release to the applicable 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 Loan 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.