Common use of Voluntary Reductions Clause in Contracts

Voluntary Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian Borrower shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case at any time or from time to time upon not less than ten (10) Business Days’ prior written notice to the Agents (who shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S. Revolving Committed Amount or Canadian Revolving Committed Amount, as applicable.

Voluntary Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian The Initial Borrower shall have the right to terminate or permanently reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case Amount or the Alternative Currency Sub Limit at any time or from time to time upon not less than ten three (103) Business Days’ (or four (4) Business Days in the case of the Alternative Currency Sub Limit) prior written notice to the Agents Administrative Agent (who which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum Dollar Amount amount of U.S.$5,000,000 (except in connection with any reduction permitted under Section 5.21) $1,000,000 or a whole multiple of U.S.$1,000,000 $1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the AgentsAdministrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations Advances Outstanding would exceed the Aggregate Revolving aggregate Committed Amount and/or the Alternative Currency Sub Limit then in effecteffect (or in the case of any Class of Lenders, (B) the aggregate principal Dollar Amount Advances Outstanding of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations such Class of Lenders would exceed the U.S. Revolving Committed Amount and/or Alternative Currency Sub-Limit then in effect or (C) of such Class of Lenders); provided, further that, in the aggregate principal Dollar Amount (determined as case of the most recent Determination Dateproposed reduction or termination of the Alternative Currency Sub Limit, no Default or Event of Default shall have occurred and be continuing at the time of such proposed reduction or termination or would result from such reduction or termination. (ii) CSF shall have the right to terminate its rights as a Borrower with respect to the Commitment and LOC Commitment hereunder at any time or from time to time upon not less than three (3) Business Days’ (or four (4) Business Days’ in the case of the Alternative Currency Sub Limit) prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of such termination, which notice shall specify the outstanding Canadian Revolving Loans effective date thereof and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery shall be irrevocable and effective upon receipt by the Applicable Administrative Agent; provided that (1) all indebtedness (as defined in Section 10.1) that CSF owes to the Administrative Agent and/or the Lenders in its capacity as a Borrower has been indefeasibly paid in full in cash (or, in the case of a notice Letters of reduction Credit of which CSF is the actual account party, each such Letter of Credit has been cash collateralized in an amount equal to 103% of the stated and undrawn amount of such Letter of Credit and in the Currency in which such Letter of Credit was issued and otherwise on terms and conditions satisfactory to the applicable Issuing Lender), and (2) no Default or Event of Default shall have occurred and be continuing at the time of such termination pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c2.6(a) shall be deemed to be a permanent reduction or would result from such termination or the termination of the U.S. Revolving Committed Amount or Canadian Revolving Committed Amount, as applicableGuaranty Agreement.

Voluntary Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian The Initial Borrower shall have the right to terminate or permanently reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case Amount or the Alternative Currency Sub Limit at any time or from time to time upon not less than ten three (103) Business Days’ (or four (4) Business Days in the case of the Alternative Currency Sub Limit) prior written notice to the Agents Administrative Agent (who which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum Dollar Amount amount of U.S.$5,000,000 $1,000,000 or a whole multiple of U.S.$1,000,000 $1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the AgentsAdministrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations Advances Outstanding would exceed the Aggregate Revolving aggregate Committed Amount and/or the Alternative Currency Sub Limit then in effect; provided, (B) further that, in the aggregate principal Dollar Amount case of the outstanding U.S. Revolving Loansproposed reduction or termination of the Alternative Currency Sub Limit, U.S. Swingline Loans no Default or Event of Default shall have occurred and be continuing at the time of such proposed reduction or termination or would result from such reduction or termination. (ii) CSF shall have the right to terminate its rights as a Borrower with respect to the Commitment and LOC Obligations would exceed Commitment hereunder at any time or from time to time upon not less than three (3) Business Days’ (or four (4) Business Days’ in the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as case of the most recent Determination DateAlternative Currency Sub Limit) prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of such termination, which notice shall specify the outstanding Canadian Revolving Loans effective date thereof and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery shall be irrevocable and effective upon receipt by the Applicable Administrative Agent; provided that (1) all indebtedness (as defined in Section 10.1) that CSF owes to the Administrative Agent and/or the Lenders in its capacity as a Borrower has been indefeasibly paid in full in cash (or, in the case of a notice Letters of reduction Credit of which CSF is the actual account party, each such Letter of Credit has been cash collateralized in an amount equal to 103% of the stated and undrawn amount of such Letter of Credit and in the Currency in which such Letter of Credit was issued and otherwise on terms and conditions satisfactory to the applicable Issuing Lender), and (2) no Default or Event of Default shall have occurred and be continuing at the time of such termination pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c2.6(a) shall be deemed to be a permanent reduction or would result from such termination or the termination of the U.S. Revolving Committed Amount or Canadian Revolving Committed Amount, as applicableGuaranty Agreement.

Voluntary Reductions. The Company Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction (iafter giving effect to any prepayment thereof to be made at such time); provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount, and any such reduction shall proportionately and permanently reduce the Revolving Loan Commitment of each of the Lenders with such a Commitment. Borrower’s notice to Administrative Agent (who will promptly notify each applicable Lender of such notice) shall have designate the right date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Borrower’s notice and shall reduce the amount of the Revolving Loan Commitment of each applicable Lender proportionately to terminate or reduce (either permanently or temporarilyits Pro Rata Share; provided, however, that Borrower may rescind any such notice under this Section 2.4(b)(i) if such notice requests a termination of all of the unused portion Commitments hereunder (and upon such rescission such termination shall not become effective on the date specified in such notice) if such termination would have occurred in connection with a refinancing or repayment of all of the U.S. Loans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as a result of the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by Holdings or any of its Restricted Subsidiaries. Any such voluntary reduction of the Revolving Committed Amount, and (ii) the Canadian Loan Commitment Amount shall be applied as specified in Section 2.4(b)(iv). Borrower shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case at any time or and from time to time time, upon not less than ten three (103) Business Days’ Days prior written notice to the Agents Administrative Agent (who shall notify or such shorter period of time agreed to by the Administrative Agent in its sole reasonable discretion), to terminate the undrawn portion of the remaining Delayed Draw Term Loan Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $500,000 (or such lesser amount to the extent the undrawn portion of the remaining Delayed Draw Term Loan Commitments are less than such amount) and (ii) allocated ratably among the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in with a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S. Revolving Committed Amount or Canadian Revolving Committed Amount, as applicableDelayed Draw Term Loan Commitment.

Voluntary Reductions. The Company (i) shall have the right to terminate or permanently reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian Borrower shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case Amount at any time or from time to time upon not less than ten five (105) Business Days’ prior written notice to the Agents Administrative Agent (who which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum Dollar Amount amount of U.S.$5,000,000 $5,000,000 or a whole multiple of U.S.$1,000,000 $1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the AgentsAdministrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the sum of the aggregate principal Dollar Amount (determined as of the most recent Determination Date) amount of outstanding Revolving Loans, Loans plus outstanding Swingline Loans and plus outstanding LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by Any reduction in the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S. Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in according to its Commitment Percentage. Subject to the conditions set forth in this Section 2.6(a), U.K. Borrower shall have the right to terminate or Canadian permanently reduce any unused portion of the U.K. Borrower Sublimit; provided that (a) no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding U.K. Borrower Revolving Loans would exceed the U.K. Borrower Sublimit and (b) if the Revolving Committed Amount is reduced below the U.K. Borrower Sublimit, the U.K. Borrower Sublimit shall automatically be reduced by an amount such that the U.K. Borrower Sublimit equals the Revolving Committed Amount, as applicable.

Voluntary Reductions. The Company (i) shall have the right to terminate or permanently reduce (either permanently or temporarily) the unused portion of the Aggregate U.S. Revolving Committed Amount, and (ii) the Canadian Borrower shall have Aggregate Japanese/Multicurrency Revolving Committed Amount and/or the right to terminate or reduce (either permanently or temporarily) the unused portion of the Aggregate Swiss/Multicurrency Revolving Canadian Committed Amount, in each case Amount at any time or from time to time upon not less than ten (10) five Business Days’ prior written notice to the Agents Administrative Agent (who which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction reduction, which shall be in a minimum Dollar Amount of U.S.$5,000,000 $5,000,000 or a whole multiple of U.S.$1,000,000 $1,000,000 (or the remaining amount of the Commitment, if less) in excess thereof and shall be irrevocable and effective upon receipt by the Agents; Administrative Agent, provided that no such reduction or termination of (i) the Aggregate U.S. Revolving Committed Amount shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as sum of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Loans plus outstanding Swingline Loans and plus LOC Obligations would exceed the Aggregate U.S. Revolving Committed Amount then in effect or Amount, (Cii) the aggregate principal Aggregate Japanese/Multicurrency Revolving Committed Amount shall be permitted if after giving effect thereto, and to the prepayments of the Loans made on the effective date thereof, the sum of the Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Japanese/Multicurrency Revolving Loans and Canadian Swingline Loans would exceed the Canadian Aggregate Japanese/Multicurrency Revolving Committed Amount then in effect. Delivery by and (iii) the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S. Aggregate Swiss/Multicurrency Revolving Committed Amount or Canadian shall be permitted if after giving effect thereto, and to any prepayments of the Loans made on the effective date thereof, the sum of the Dollar Amount of outstanding Swiss/Multicurrency Revolving Loans would exceed the Aggregate Swiss/Multicurrency Revolving Committed Amount, as applicable.

Voluntary Reductions. (A) The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian Borrower shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case at any time or may from time to time permanently reduce or terminate the Revolving Committed Amount in whole or in part (in minimum aggregate amounts of $2,500,000 or in integral multiples of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon not less than ten (10) five Business Days’ ' prior written notice to the Agents (who Agent; provided, however, no such termination or reduction shall notify be made which would cause the Lenders thereof as soon as practicable) aggregate principal amount of each outstanding Revolving Loans plus LOC Obligations outstanding to exceed the Revolving Committed Amount, unless, concurrently with such termination or reduction, which notice the Revolving Loans are repaid to the extent necessary to eliminate such excess. The Agent shall specify the effective date thereof and the amount promptly notify each affected Lender of any such reduction which shall be in a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to Agent of any prepayments of notice from the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous 3.4(i). (B) The Borrower may from time to time permanently reduce or terminate the Acquisition Loan Committed Amount in whole or in part (in minimum aggregate amounts of $2,500,000 or in integral multiples of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Acquisition Loan Committed Amount)) upon five Business Days' prior written notice of election to reallocate commitments pursuant to Section 2.11(c) the Agent; provided, however, no such termination or reduction shall be deemed made which would cause the aggregate principal amount of outstanding Acquisition Loans to be a permanent reduction of exceed the U.S. Revolving Committed Amount or Canadian Revolving Acquisition Loan Committed Amount, as applicableunless, concurrently with such termination or reduction, the Acquisition Loans are repaid to the extent necessary to eliminate such excess. The Agent shall promptly notify each affected Lender of receipt by the Agent of any notice from the Borrower pursuant to this Section 3.4(ii).

Voluntary Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian Borrower shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Canadian Revolving Canadian Committed Amount, in each case at any time or from time to time upon not less than ten three (103) Business Days’ prior written notice to the Agents (who shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Agentsthereof; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Canadian Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S. Revolving Committed Amount or Canadian Revolving Committed Amount, as applicable. Each notice delivered by the Company or by the Canadian Borrower pursuant to this Section 2.11(a) shall be revocable by the Company or by the Canadian Borrower, as applicable (by notice to the Agents on or prior to the proposed termination or reduction date specified therein).

Voluntary Reductions. The Company So long as no Event of Default or Unmatured Default has occurred and continues uncured, the Borrowers may make voluntary reductions in the amount of the Revolving Line of Credit, and the concomitant aggregate Revolving Credit Commitments of all the Banks, at any time after the Closing Date and after satisfaction of all conditions provided in Section 7 of this Agreement, including payment of all fees and expenses, subject to the following: (i) each request for a voluntary reduction shall have be in the right to terminate amount of $10,000,000.00 or reduce (either permanently or temporarily) the unused portion more, in whole integer multiples of the U.S. Revolving Committed Amount, and $1,000,000; (ii) the Canadian Borrower Borrowers shall have submitted written notice of a request for a voluntary reduction to the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case at any time or from time to time upon Banks not less than ten thirty (1030) Business Days’ prior nor more than ninety (90) days before the date on which the Borrowers desire the voluntary reduction to become effective; (iii) the written notice of a request for a voluntary reduction submitted to the Agents (who Banks shall notify set forth the Lenders thereof as soon as practicable) of each such termination or reduction, date on which notice the voluntary reduction shall specify the be effective date thereof and the amount of any such the requested voluntary reduction; (iv) a written notice of request for a voluntary reduction which shall be in a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof irrevocable, and shall may be irrevocable and effective upon receipt by withdrawn only with the Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments consent of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(cAgent; (v) on the effective date thereofprovided in the Borrowers' notice of voluntary reduction given in accordance with subsections 2.11(ii) and (iii) above, (A) the Revolving Line of Credit and the concomitant aggregate principal Dollar Amount (determined as Revolving Credit Commitments of all of the most recent Determination Date) of outstanding Revolving LoansBanks, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery shall be permanently reduced by the Applicable Borrower of a amount stated in that notice of voluntary reduction; (vi) any reduction pursuant to this Section in the Revolving Line of Credit shall result in the reduction of each Bank's Revolving Credit Commitment on a pro rata basis; and (vii) any requested voluntary reduction that is not accompanied by would result in a simultaneous notice prepayment of election to reallocate commitments pursuant to Section 2.11(c) all or any part of any Revolving Credit Loan or Revolving Credit Loans shall be deemed subject to be a permanent reduction and conditioned upon the Borrowers' compliance with Sections 5.4 and 5.6 of the U.S. Revolving Committed Amount or Canadian Revolving Committed Amount, as applicablethis Agreement.

Voluntary Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian The Initial Borrower shall have the right to terminate or permanently reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case Amount or the Alternative Currency Sub Limit at any time or from time to time upon not less than ten three (103) Business Days’ (or four (4) Business Days in the case of the Alternative Currency Sub Limit) prior written notice to the Agents Administrative Agent (who which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum Dollar Amount amount of U.S.$5,000,000 (except in connection with any reduction permitted under Section 5.21) $1,000,000 or a whole multiple of U.S.$1,000,000 $1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the AgentsAdministrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations Advances Outstanding would exceed the Aggregate Revolving aggregate Committed Amount and/or the Alternative Currency Sub Limit then in effect; provided, (B) further that, in the aggregate principal Dollar Amount case of the outstanding U.S. Revolving Loansproposed reduction or termination of the Alternative Currency Sub Limit, U.S. Swingline Loans no Default or Event of Default shall have occurred and be continuing at the time of such proposed reduction or termination or would result from such reduction or termination. (ii) CSF shall have the right to terminate its rights as a Borrower with respect to the Commitment and LOC Obligations would exceed Commitment hereunder at any time or from time to time upon not less than three (3) Business Days’ (or four (4) Business Days’ in the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as case of the most recent Determination DateAlternative Currency Sub Limit) prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of such termination, which notice shall specify the outstanding Canadian Revolving Loans effective date thereof and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery shall be irrevocable and effective upon receipt by the Applicable Administrative Agent; provided that (1) all indebtedness (as defined in Section 10.1) that CSF owes to the Administrative Agent and/or the Lenders in its capacity as a Borrower has been indefeasibly paid in full in cash (or, in the case of a notice Letters of reduction Credit of which CSF is the actual account party, each such Letter of Credit has been cash collateralized in an amount equal to 103% of the stated and undrawn amount of such Letter of Credit and in the Currency in which such Letter of Credit was issued and otherwise on terms and conditions satisfactory to the applicable Issuing Lender), and (2) no Default or Event of Default shall have occurred and be continuing at the time of such termination pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c2.6(a) shall be deemed to be a permanent reduction or would result from such termination or the termination of the U.S. Revolving Committed Amount or Canadian Revolving Committed Amount, as applicableGuaranty Agreement.

Voluntary Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian The Initial Borrower shall have the right to terminate or permanently reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case Amount or the Alternative Currency Sub Limit at any time or from time to time upon not less than ten three (103) Business Days’ (or four (4) Business Days in the case of the Alternative Currency Sub Limit) prior written notice to the Agents Administrative Agent (who which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum Dollar Amount amount of U.S.$5,000,000 $1,000,000 or a whole multiple of U.S.$1,000,000 $1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the AgentsAdministrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations Advances Outstanding would exceed the Aggregate Revolving aggregate Committed Amount and/or the Alternative Currency Sub Limit then in effect; provided, (B) further that, in the aggregate principal Dollar Amount case of the outstanding U.S. Revolving Loansproposed reduction or termination of the Alternative Currency Sub Limit, U.S. Swingline Loans no Default or Event of Default shall have occurred and be continuing at the time of such proposed reduction or termination or would result from such reduction or termination. (ii) CSF shall have the right to terminate its rights as a Borrower with respect to the Commitment and LOC Obligations would exceed Commitment hereunder at any time or from time to time upon not less than four (4) Business Days’ prior written notice to the U.S. Revolving Committed Amount then Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of such termination, which notice shall specify the effective date thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that (1) all indebtedness (as defined in effect or Section 10.1) that CSF owes to the Administrative Agent and/or the Lenders in its capacity as a Borrower has been indefeasibly paid in full in cash (C) or, in the aggregate principal Dollar Amount (determined as case of Letters of Credit of which CSF is the actual account party, each such Letter of Credit has been cash collateralized in an amount equal to 103% of the most recent Determination Datestated and undrawn amount of such Letter of Credit and in the Currency in which such Letter of Credit was issued and otherwise on terms and conditions satisfactory to the applicable Issuing Lender), and (2) no Default or Event of Default shall have occurred and be continuing at the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower time of a notice of reduction such termination pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c2.6(a) shall be deemed to be a permanent reduction or would result from such termination or the termination of the U.S. Revolving Committed Amount or Canadian Revolving Committed Amount, as applicableGuaranty Agreement.

Voluntary Reductions. The Company If at any time the Seller shall wish to cause the reduction of Aggregate Capital (i) shall have but not to commence the right liquidation, or reduction to terminate or reduce (either permanently or temporarily) the unused portion zero, of the U.S. Revolving Committed Amountentire Aggregate Capital), the Seller may do so as follows: (c) InvestmentsThe Seller shall provide WFB, the Nieuw Amsterdam Administrator and the Servicer with irrevocable prior written notice in the form of Exhibit II-B hereto (each, a “Reduction Notice”) of any proposed reduction of Aggregate Capital not later than 12:00 noon (New York City time) one (1) Business Day prior toon the Business Day on which the proposed reduction is to occur (the “Proposed Reduction Date”). Such Reduction Notice shall (ai) be prepared in accordance with the most recent Settlement Report, and (ii) the Canadian Borrower shall have the right to terminate or reduce designate (either permanently or temporarilyA) the unused portion Proposed Reduction Date, and (B) the amount of Aggregate Capital to be reduced (the Revolving Canadian Committed Amount“Aggregate Reduction”) which shall be not less than the lesser of (x) US$1,000,000 and (y) Aggregate Capital; and. On the Closing Date, in each case at any time or and thereafter from time to time upon not less than ten (10) Business Days’ prior written notice to the Agents Facility Termination Date, on request of the Seller for an Investment in accordance with Section 1.2, the Administrative Agent (who on behalf of the Purchasers), in accordance with Section 1.2, shall notify pay to the Lenders thereof as soon as practicable) of Seller, each such termination Purchaser’s (or reductionits Funding Group’s) Percentage of the amount requested by the Seller under Section 1.2; provided, which notice however, that nothing herein shall specify obligate the effective date thereof Administrative Agent to make any payment in excess of the funds it receives from the Purchasers. (d) ReinvestmentsThe Servicer shall cause Collections in excess of the Required Amounts to be set aside until they equal the desired amount of Capital Reduction, and on the Proposed Reduction Date, the Servicer shall wire transfer the funds so set aside to the Administrative Agent for prompt distribution to the applicable Purchasers and application to the outstanding Capital. . On each Business Day prior to the Facility Termination Date, the Servicer, on behalf of the Administrative Agent and the amount Purchasers, shall pay to the Seller, out of any such reduction which shall be in a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments Collections of the Revolving Loans and/or Swingline Loans made on Receivables, the effective date thereof and amount available for reinvestment in accordance with Section 2.1(b)(ii). Each such payment is herein referred to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S. Revolving Committed Amount or Canadian Revolving Committed Amount, as applicable“Reinvestment”.

Voluntary Reductions. The Company If at any time the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital), the Seller may do so as follows: (i) the Seller shall have provide each Purchaser and the right Servicer with irrevocable prior written notice in the form of Exhibit II-B hereto (each, a “Reduction Notice”) of any proposed reduction of Aggregate Capital not later than 12:00 noon (New York City time) one (1) Business Day prior to terminate or reduce the Business Day on which the proposed reduction is to occur (either permanently or temporarilythe “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the unused portion of the U.S. Revolving Committed AmountProposed Reduction Date, and (ii) the Canadian Borrower amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case at any time or from time to time upon be not less than ten (10) Business Days’ prior written notice $500,000 per Purchaser and shall be distributed ratably to the Agents (who shall notify the Lenders thereof as soon as practicable) Investments of each such termination or reduction, which notice shall specify the effective date thereof and Purchaser in accordance with the amount of Capital owing to each Purchaser. Only one (1) Reduction Notice shall be outstanding at any time; (ii) on the proposed date of the commencement of such reduction which and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of Aggregate Reduction; and (iii) the Servicer shall hold such Collections in trust for the benefit of the Administrative Agent (for the ratable benefit of the Purchasers)Investor Parties, for payment to the Administrative Agent (for the ratable benefit of the Purchasers) by deposit into the Administrative Agent’s Account on the next Business Day or such other date approved by the Administrative Agent and the Required Purchasers, and Capital shall be deemed reduced in a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 the amount to be so paid to the Administrative Agent’s Account only when in excess thereof and shall be irrevocable and effective upon fact finally so paid. Upon receipt by the Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase Administrative Agent in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as Administrative Agent’s Account of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then any amount paid in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S. Revolving Committed Amount or Canadian Revolving Committed AmountAggregate Capital pursuant to sub-clause (iii) above, as applicablethe Administrative Agent shall cause such funds to be promptly distributed to WFB and the Liberty Street Administratoreach of the Administrators (for the ratable benefit of the applicable members of the Liberty Streetits Funding Group) in payment of the applicable Purchasers’ outstanding Capital.

Voluntary Reductions. The Company If at any time the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital), the Seller may do so as follows: (i) the Seller shall have provide each Purchaser and the right Servicer with irrevocable prior written notice in the form of Exhibit II-B hereto (each, a “Reduction Notice”) of any proposed reduction of Aggregate Capital not later than 12:00 noon (New York City time) one Business Day prior to terminate or reduce the Business Day on which the proposed reduction is to occur (either permanently or temporarilythe “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the unused portion of the U.S. Revolving Committed AmountProposed Reduction Date, and (ii) the Canadian Borrower amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case at any time or from time to time upon be not less than ten (10) Business Days’ prior written notice $500,000 per Purchaser and shall be distributed ratably to the Agents (who shall notify the Lenders thereof as soon as practicable) Investments of each such termination or reduction, which notice shall specify the effective date thereof and Purchaser in accordance with the amount of Capital owing to each Purchaser. Only one (1) Reduction Notice shall be outstanding at any time; (ii) on the proposed date of the commencement of such reduction which and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of Aggregate Reduction; and (iii) the Servicer shall hold such Collections in trust for the benefit of the Administrative Agent (for the benefit of each Purchaser), for payment to the Administrative Agent (for the benefit of each Purchaser) by deposit into the Administrative Agent’s Account on the next Business Day or such other date approved by the Administrative Agent and the Required Purchasers, and Capital shall be deemed reduced in a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 the amount to be paid to the Administrative Agent only when in excess thereof and shall be irrevocable and effective upon fact finally so paid. Upon receipt by the Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase Administrative Agent in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as Administrative Agent’s Account of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then any amount paid in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S. Revolving Committed Amount or Canadian Revolving Committed AmountAggregate Capital pursuant to sub-clause (iii) above, as applicablethe Administrative Agent shall cause such funds to be distributed to the Purchasers in payment of each Purchaser’s outstanding Capital.

Voluntary Reductions. The Company (i) shall have Borrower may, upon notice to the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed AmountAdministrative Agent, and (ii) the Canadian Borrower shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amountterminate, in each case at any time whole or in part, the Aggregate Revolving Commitments, or from time to time upon permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not less later than ten 12:00 p.m. three (103) Business Days’ Days prior written notice to the Agents (who shall notify the Lenders thereof as soon as practicable) date of each such termination or reduction, which notice shall specify the effective date thereof and the amount of (ii) any such partial reduction which shall be in a minimum Dollar Amount an aggregate amount of U.S.$5,000,000 $5,000,000 or a any whole multiple of U.S.$1,000,000 $1,000,000 in excess thereof and thereof, (iii) the Borrower shall be irrevocable and effective upon receipt by not terminate or reduce the Agents; provided that no such reduction or termination shall be permitted if Aggregate Revolving Commitments if, after giving effect thereto, to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof thereto and to any corresponding increase in concurrent prepayments hereunder, the U.S. Total Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations Outstandings would exceed the Aggregate Revolving Committed Amount then in effectCommitments and (iv) if, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in after giving effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent any reduction of the U.S. Aggregate Revolving Committed Amount Commitments, the Letter of Credit Sublimit or Canadian the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Committed AmountCommitments, as applicablesuch sublimit shall be automatically reduced by the amount of such excess; provided, that, subject to Section 3.05, any notice so given to the Administrative Agent in connection with a refinancing of all Obligations (other than contingent indemnification obligations not yet due and payable) may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Voluntary Reductions. (A) The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian Borrower shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case at any time or may from time to time permanently reduce or terminate the Revolving Committed Amount in whole or in part (in minimum aggregate amounts of $2,500,000 or in integral multiples of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon not less than ten (10) five Business Days’ ' prior written notice to the Agents (who Agent; PROVIDED, HOWEVER, no such termination or reduction shall notify be made which would cause the Lenders thereof as soon as practicable) aggregate principal amount of each outstanding Revolving Loans PLUS LOC Obligations outstanding to exceed the Revolving Committed Amount, unless, concurrently with such termination or reduction, which notice the Revolving Loans are repaid to the extent necessary to eliminate such excess. The Agent shall specify the effective date thereof and the amount promptly notify each affected Lender of any such reduction which shall be in a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to Agent of any prepayments of notice from the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous 3.4(a)(i). (B) The Borrower may from time to time permanently reduce or terminate the Acquisition Loan Committed Amount in whole or in part (in minimum aggregate amounts of $2,500,000 or in integral multiples of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Acquisition Loan Committed Amount)) upon five Business Days' prior written notice of election to reallocate commitments pursuant to Section 2.11(c) the Agent; PROVIDED, HOWEVER, no such termination or reduction shall be deemed made which would cause the aggregate principal amount of outstanding Acquisition Loans to be a permanent reduction of exceed the U.S. Revolving Committed Amount or Canadian Revolving Acquisition Loan Committed Amount, as applicableunless, concurrently with such termination or reduction, the Acquisition Loans are repaid to the extent necessary to eliminate such excess. The Agent shall promptly notify each affected Lender of receipt by the Agent of any notice from the Borrower pursuant to this Section 3.4(a)(ii).

Voluntary Reductions. The Company If at any time the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital), the Seller may do so as follows: (i) the Seller shall have provide each Purchaser and the right Servicer with irrevocable prior written notice in the form of Exhibit II-B hereto (each, a “Reduction Notice”) of any proposed reduction of Aggregate Capital not later than 12:00 noon (New York City time) one (1) Business Day prior to terminate or reduce the Business Day on which the proposed reduction is to occur (either permanently or temporarilythe “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the unused portion of the U.S. Revolving Committed AmountProposed Reduction Date, and (ii) the Canadian Borrower amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case at any time or from time to time upon be not less than ten (10) Business Days’ prior written notice $500,000 per Purchaser and shall be distributed ratably to the Agents (who shall notify the Lenders thereof as soon as practicable) Investments of each such termination or reduction, which notice shall specify the effective date thereof and Purchaser in accordance with the amount of Capital owing to each Purchaser. Only one (1) Reduction Notice shall be outstanding at any time; (ii) on the proposed date of the commencement of such reduction which and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of Aggregate Reduction; and (iii) the Servicer shall hold such Collections in trust for the benefit of the Investor Parties, for payment to the Administrative Agent (for the ratable benefit of the Purchasers) by deposit into the Administrative Agent’s Account on the next Business Day or such other date approved by the Administrative Agent and the Required Purchasers, and Capital shall be deemed reduced in a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 the amount to be so paid to the Administrative Agent’s Account only when in excess thereof and shall be irrevocable and effective upon fact finally so paid. Upon receipt by the Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase Administrative Agent in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as Administrative Agent’s Account of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then any amount paid in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S. Revolving Committed Amount Aggregate Capital pursuant to sub-clause (iii) above, the Administrative Agent shall cause such funds to be promptly distributed to WFB and the Nieuw Amsterdam Administrator (for the ratable benefit of the applicable members of the Funding Group) in payment of the applicable Purchasers’ outstanding Capital first, to accrued and unpaid Servicing Fees that are then due and owing to the Servicer if not withheld by the Servicer prior to turnover of the Collections; second, to out-of-pocket expenses (if any) of any Investor Party that are then due and owing under Section 8.4; third, to accrued and unpaid Yield then due and owing, including any previously accrued Yield that remains unpaid; and fourth, to all Fees accrued during the Calculation Period (or Canadian Revolving Committed Amountportion thereof) then most recently ended, as applicableplus any previously accrued Fees that remain unpaid.

Voluntary Reductions. The Company If at any time the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital), the Seller may do so as follows: (i) the Seller shall have provide each Purchaser and the right Servicer with irrevocable prior written notice in the form of Exhibit II-B hereto (each, a “Reduction Notice”) of any proposed reduction of Aggregate Capital not later than 12:00 noon (New York City time) one Business Day prior to terminate or reduce the Business Day on which the proposed reduction is to occur (either permanently or temporarilythe “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the unused portion of the U.S. Revolving Committed AmountProposed Reduction Date, and (ii) the Canadian Borrower amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case at any time or from time to time upon be not less than ten (10) Business Days’ prior written notice $500,000 per Purchaser and shall be distributed ratably to the Agents (who shall notify the Lenders thereof as soon as practicable) Investments of each such termination or reduction, which notice shall specify the effective date thereof and Purchaser in accordance with the amount of Capital owing to each Purchaser. Only one (1) Reduction Notice shall be outstanding at any time; (ii) on the proposed date of the commencement of such reduction which and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of Aggregate Reduction; and (iii) the Servicer shall hold such Collections in trust for the benefit of the Administrative Agent (for the ratable benefit of eachthe Purchasers), for payment to the Administrative Agent (for the ratable benefit of eachthe Purchasers) by deposit into the Administrative Agent’s Account on the next Business Day or such other date approved by the Administrative Agent and the Required Purchasers, and Capital shall be deemed reduced in a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 the amount to be paid to the Administrative Agent’s Account only when in excess thereof and shall be irrevocable and effective upon fact finally so paid. Upon receipt by the Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase Administrative Agent in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as Administrative Agent’s Account of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then any amount paid in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S. Revolving Committed Amount or Canadian Revolving Committed AmountAggregate Capital pursuant to sub-clause (iii) above, as applicablethe Administrative Agent shall cause such funds to be promptly distributed to the Purchasers in payment of each Purchaser’sWFB and the Liberty Street Administrator (for the ratable benefit of the applicable members of the Liberty Street Funding Group) in payment of the applicable Purchasers’ outstanding Capital.