TERMS NOTWITHSTANDING THE EXPIRATION OF THE COMMITMENTS OF
THE NON-RENEWING ALTERNATE INVESTORS OF SUCH CLASS.
PRIOR TO THE TERMINATION
DATE, ALL AMOUNTS WHICH, UNDER SECTION 2.12 ARE TO BE APPLIED IN REDUCTION OF
THE RELATED CLASS NET INVESTMENT, UP TO THE AGGREGATE CLASS NET INVESTMENT SOLD
TO THE NON-RENEWING ALTERNATE INVESTORS OF SUCH CLASS AS DESCRIBED ABOVE IN THIS
SUBSECTION, SHALL BE DISTRIBUTED TO THE NON-RENEWING ALTERNATE INVESTORS OF SUCH
CLASS RATABLY ACCORDING TO THE AGGREGATE INVESTMENTS HELD BY THEM, IN REDUCTION
OF SUCH INVESTMENTS.
ON AND AFTER THE TERMINATION DATE, EACH NON-RENEWING
ALTERNATE INVESTOR OF A CLASS SHALL BE ENTITLED TO RECEIVE DISTRIBUTIONS AS
OTHERWISE PROVIDED IN SECTION 2.12, SUCH THAT ALL DISTRIBUTIONS OF
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COLLECTIONS PURSUANT TO SECTION 2.12 THEREAFTER SHALL BE ALLOCATED AMONG THE
NON-RENEWING ALTERNATE INVESTORS OF A CLASS AND THE OTHER ALTERNATE INVESTORS IN
SUCH CLASS IN ACCORDANCE WITH EACH SUCH ALTERNATE INVESTOR'S PRO RATA SHARE OF
THE RELATED CLASS NET INVESTMENT.
WHEN (AFTER THE EXPIRATION OF THE COMMITMENTS
OF THE NON-RENEWING ALTERNATE INVESTORS OF A CLASS) THE AGGREGATE OF THE
INVESTMENTS DESCRIBED ABOVE IN THIS SUBSECTION SHALL HAVE BEEN REDUCED TO ZERO
AND ALL ACCRUED YIELD ALLOCABLE THERETO AND ALL OTHER AGGREGATE UNPAIDS OWING TO
SUCH ALTERNATE INVESTORS SHALL HAVE BEEN PAID TO SUCH ALTERNATE INVESTORS IN
FULL, THEN SUCH INVESTORS SHALL CEASE TO BE PARTIES TO THIS AGREEMENT FOR ANY
PURPOSE.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1
REPRESENTATIONS AND WARRANTIES OF THE SPV AND THE
SERVICER.
Each of the SPV and the Servicer represents and warrants to the Agent, the Class
Agents and the Investors, as to itself, that, on the Closing Date and on each
Investment Date and Reinvestment Date:
(A)
CORPORATE EXISTENCE; AUTHORIZATION; CONTRAVENTION; BINDING
EFFECT.
(I) IT IS DULY ORGANIZED AND VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION (AND IS NOT ORGANIZED
UNDER THE LAWS OF ANY OTHER JURISDICTION) WITH THE CORPORATE POWER AND AUTHORITY
TO CARRY ON ITS ACTIVITIES AS NOW CONDUCTED AND AS CONTEMPLATED UNDER THIS
AGREEMENT, AND TO EXECUTE, DELIVER, PERFORM AND SECURE ITS OBLIGATIONS UNDER
THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS; (II) THE EXECUTION, DELIVERY AND
PERFORMANCE BY IT OF THIS AGREEMENT (A) HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ACTION, AND (B) DO NOT AND WILL NOT CONFLICT WITH, OR RESULT IN A
VIOLATION OF, ANY APPLICABLE PROVISION OF EXISTING LAW, RULE OR REGULATION
APPLICABLE TO IT, ANY JUDGMENT, ORDER OR DECREE APPLICABLE TO OR BINDING ON IT,
ITS CHARTER OR BYLAWS OR ANY INDENTURE, CONTRACT, AGREEMENT, MORTGAGE, DEED OF
TRUST OR OTHER INSTRUMENTS TO WHICH IT IS A PARTY OR BY WHICH IT OR ITS PROPERTY
IS BOUND; (III) THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED
BY IT, AND IS A LEGAL, VALID AND BINDING OBLIGATION OF IT ENFORCEABLE AGAINST IT
IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT, IF ANY, THAT THE
ENFORCEABILITY THEREOF MAY BE LIMITED BY (A) THE EFFECT OF ANY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, DEBT