Common use of Voluntary Reductions Clause in Contracts

Voluntary Reductions. 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 provide each Purchaser 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 to the Business Day on which the proposed reduction is to occur (the “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the Proposed Reduction Date, and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall be not less than $500,000 per Purchaser and shall be distributed ratably to the Investments of each 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 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 the amount to be so paid to the Administrative Agent’s Account only when in fact finally so paid. Upon receipt by the Administrative Agent in the Administrative Agent’s Account of any amount paid in reduction of the 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 portion thereof) then most recently ended, plus any previously accrued Fees that remain unpaid.

Voluntary Reductions. 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 provide each Purchaser 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 to the Business Day on which the proposed reduction is to occur (the “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the Proposed Reduction Date, and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall be not less than $500,000 per Purchaser and shall be distributed ratably to the Investments of each 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 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 PartiesAdministrative Agent (for the ratable benefit of eachthe Purchasers), for payment to the Administrative Agent (for the ratable benefit of the 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 the amount to be so paid to the Administrative Agent’s Account only when in fact finally so paid. Upon receipt by the Administrative Agent in the Administrative Agent’s Account of any amount paid in reduction of the Aggregate Capital pursuant to sub-clause (iii) above, the Administrative Agent shall cause such funds to be promptly distributed to WFB the Purchasers in payment of each Purchaser’sWFB and the Nieuw Amsterdam 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 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 portion thereof) then most recently ended, plus any previously accrued Fees that remain unpaidCapital.

Voluntary Reductions. 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 provide each Purchaser 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 to the Business Day on which the proposed reduction is to occur (the “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the Proposed Reduction Date, and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall be not less than $500,000 per Purchaser and shall be distributed ratably to the Investments of each 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 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 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 the amount to be so paid to the Administrative Agent’s Account only when in fact finally so paid. Upon receipt by the Administrative Agent in the Administrative Agent’s Account of any amount paid in reduction of the 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 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 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 portion thereof) then most recently ended, plus any previously accrued Fees that remain unpaidCapital.

Voluntary Reductions. 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: (ic) the InvestmentsThe Seller shall provide each Purchaser 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 to toon the Business Day on which the proposed reduction is to occur (the “Proposed Reduction Date”). Such Reduction Notice shall (aai) be prepared in accordance with the most recent Settlement Report, and (bii) designate (iA) the Proposed Reduction Date, and (iiB) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall be not less than $500,000 per Purchaser the lesser of (x) US$1,000,000 and shall be distributed ratably (y) Aggregate Capital; and. On the Closing Date, and thereafter from time to time prior to the Investments Facility Termination Date, on request of each Purchaser the Seller for an Investment in accordance with Section 1.2, the Administrative Agent (on behalf of the Purchasers), in accordance with Section 1.2, shall pay to the Seller, each such Purchaser’s (or its Funding Group’s) Percentage of the amount requested by the Seller under Section 1.2; provided, however, that nothing herein shall obligate the Administrative Agent to make any payment in excess of Capital owing to each Purchaser. Only one (1) Reduction Notice shall be outstanding at any time;the funds it receives from the Purchasers. (iid) on the proposed date of the commencement of such reduction and on each day thereafter, the ReinvestmentsThe Servicer shall cause Collections not in excess of the Required Amounts to be reinvested set aside until the amount thereof not so reinvested shall they equal the desired amount of Aggregate Capital Reduction; and (iii) , and on the Proposed Reduction Date, the Servicer shall hold such Collections in trust for wire transfer the benefit of the Investor Parties, for payment funds so set aside to the Administrative Agent (for prompt distribution to the ratable benefit of applicable Purchasers and application to the Purchasers) by deposit into the Administrative Agent’s Account on the next outstanding Capital. . On each Business Day or such other date approved by prior to the Facility Termination Date, the Servicer, on behalf of the Administrative Agent and the Required Purchasers, and Capital shall be deemed reduced in pay to the Seller, out of Collections of the Receivables, the amount available for reinvestment in accordance with Section 2.1(b)(ii). Each such payment is herein referred to be so paid to the Administrative Agent’s Account only when in fact finally so paid. Upon receipt by the Administrative Agent in the Administrative Agent’s Account of any amount paid in reduction of the 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 portion thereof) then most recently ended, plus any previously accrued Fees that remain unpaidas a “Reinvestment”.

Voluntary Reductions. If (i) The Initial Borrower shall have the right to terminate or permanently reduce the unused portion of the Committed Amount or the Alternative Currency Sub Limit at any time or from time to time upon not less than three (3) Business Days’ (or four (4) Business Days in the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, case of the entire Aggregate Capital), the Seller may do so as follows: (iAlternative Currency Sub Limit) the Seller shall provide each Purchaser 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 to the Business Day on which the proposed reduction is to occur (the “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the Proposed Reduction Date, and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall be not less than $500,000 per Purchaser and shall be distributed ratably to the Investments of each 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 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 which shall notify the ratable benefit Lenders thereof as soon as practicable) of such termination or reduction, which notice shall specify the Purchasers) by deposit into the Administrative Agent’s Account on the next Business Day or such other effective date approved by the Administrative Agent thereof and the Required Purchasers, and Capital amount of any such reduction which shall be deemed reduced in the a minimum amount to of (except in connection with any reduction permitted under Section 5.21) $1,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be so paid to the Administrative Agent’s Account only when in fact finally so paid. Upon irrevocable and effective upon receipt by the Administrative Agent; provided that 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 Advances Outstanding would exceed the aggregate Committed Amount and/or the Alternative Currency Sub Limit then in effect; provided, further that, in the case of the proposed 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 in (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’s Account of any amount paid ; provided that (1) all indebtedness (as defined in reduction of the Aggregate Capital pursuant Section 10.1) that CSF owes to sub-clause (iii) above, the Administrative Agent shall cause and/or the Lenders in its capacity as a Borrower has been indefeasibly paid in full in cash (or, in the case of Letters of Credit of which CSF is the actual account party, each such funds Letter of Credit has been cash collateralized in an amount equal to be promptly distributed to WFB and the Nieuw Amsterdam Administrator (for the ratable benefit 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 members 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 2.6(a) or would result from such termination or the termination 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 portion thereof) then most recently ended, plus any previously accrued Fees that remain unpaidGuaranty Agreement.

Voluntary Reductions. If (i) The Initial Borrower shall have the right to terminate or permanently reduce the unused portion of the Committed Amount or the Alternative Currency Sub Limit at any time or from time to time upon not less than three (3) Business Days’ (or four (4) Business Days in the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, case of the entire Aggregate Capital), the Seller may do so as follows: (iAlternative Currency Sub Limit) the Seller shall provide each Purchaser 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 to the Business Day on which the proposed reduction is to occur (the “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the Proposed Reduction Date, and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall be not less than $500,000 per Purchaser and shall be distributed ratably to the Investments of each 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 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 which shall notify the ratable benefit Lenders thereof as soon as practicable) of such termination or reduction, which notice shall specify the Purchasers) by deposit into the Administrative Agent’s Account on the next Business Day or such other effective date approved by the Administrative Agent thereof and the Required Purchasers, and Capital amount of any such reduction which shall be deemed reduced in the a minimum amount to of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be so paid to the Administrative Agent’s Account only when in fact finally so paid. Upon irrevocable and effective upon receipt by the Administrative Agent; provided that 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 Advances Outstanding would exceed the aggregate Committed Amount and/or the Alternative Currency Sub Limit then in effect; provided, further that, in the case of the proposed 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 four (4) Business Days’ prior written notice to the Administrative Agent in (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’s Account of any amount paid ; provided that (1) all indebtedness (as defined in reduction of the Aggregate Capital pursuant Section 10.1) that CSF owes to sub-clause (iii) above, the Administrative Agent shall cause and/or the Lenders in its capacity as a Borrower has been indefeasibly paid in full in cash (or, in the case of Letters of Credit of which CSF is the actual account party, each such funds Letter of Credit has been cash collateralized in an amount equal to be promptly distributed to WFB and the Nieuw Amsterdam Administrator (for the ratable benefit 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 members 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 2.6(a) or would result from such termination or the termination 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 portion thereof) then most recently ended, plus any previously accrued Fees that remain unpaidGuaranty Agreement.

Voluntary Reductions. If at any time The Borrower may, upon notice to the Seller shall wish to cause Administrative Agent, terminate, in whole or in part, the reduction of Aggregate Capital (but not to commence the liquidationRevolving Commitments, or reduction from time to zero, of time permanently reduce the entire Aggregate Capital), the Seller may do so as follows: Revolving Commitments; provided that (i) any such notice shall be received by the Seller shall provide each Purchaser 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 Administrative Agent not later than 12:00 noon p.m. three (New York City time) one (13) Business Day Days prior to the Business Day on which the proposed reduction is to occur (the “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Reportdate of termination or reduction, and (b) designate (i) the Proposed Reduction Date, and (ii) the any such partial reduction shall be in an aggregate amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall be not less than $500,000 per Purchaser and shall be distributed ratably to the Investments 5,000,000 or any whole multiple of each Purchaser $1,000,000 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 and on each day thereafterexcess thereof, 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 Borrower shall hold such Collections in trust for not terminate or reduce the benefit Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Investor PartiesAggregate Revolving Commitments, for payment the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such 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 (for other than contingent indemnification obligations not yet due and payable) may be conditional on the ratable benefit effectiveness of the Purchasers) by deposit into the Administrative Agent’s Account on the next Business Day replacement credit agreement or such other date approved similar document and may be revoked by the Borrower if such condition is not satisfied. The Administrative Agent and will promptly notify the Required Purchasers, and Capital shall be deemed reduced in the amount to be so paid to the Administrative Agent’s Account only when in fact finally so paid. Upon receipt by the Administrative Agent in the Administrative Agent’s Account Lenders of any amount paid in such notice of termination or reduction of the 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 Revolving Commitments. Any reduction of the applicable members 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 Funding Group) in payment Aggregate Revolving Commitments shall be paid on the effective date 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 portion thereof) then most recently ended, plus any previously accrued Fees that remain unpaidsuch termination.

Voluntary Reductions. 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 provide each Purchaser 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 to the Business Day on which the proposed reduction is to occur (the “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the Proposed Reduction Date, and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall be not less than $500,000 per Purchaser and shall be distributed ratably to the Investments of each 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 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 PartiesAdministrative Agent (for the benefit of each Purchaser), for payment to the Administrative Agent (for the ratable benefit of the Purchaserseach 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 the amount to be so paid to the Administrative Agent’s Account Agent only when in fact finally so paid. Upon receipt by the Administrative Agent in the Administrative Agent’s Account of any amount paid in reduction of the 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) Purchasers in payment of the applicable Purchasers’ each Purchaser’s 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 portion thereof) then most recently ended, plus any previously accrued Fees that remain unpaidCapital.

Voluntary Reductions. If 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 Seller shall wish Closing Date and after satisfaction of all conditions provided in Section 7 of this Agreement, including payment of all fees and expenses, subject 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 followsfollowing: (i) the Seller each request for a voluntary reduction shall provide each Purchaser and the Servicer with irrevocable prior written notice be 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 the Business Day on which the proposed reduction is to occur (the “Proposed Reduction Date”). Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the Proposed Reduction Date, and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”) which shall be not less than $500,000 per Purchaser and shall be distributed ratably to the Investments 10,000,000.00 or more, in whole integer multiples of each Purchaser in accordance with the amount of Capital owing to each Purchaser. Only one (1) Reduction Notice shall be outstanding at any time$1,000,000; (ii) the Borrowers shall have submitted written notice of a request for a voluntary reduction to the Banks not less than thirty (30) nor more than ninety (90) days before the date on which the proposed date of Borrowers desire the commencement of such voluntary reduction 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; andbecome effective; (iii) the Servicer written notice of a request for a voluntary reduction submitted to the Banks shall hold such Collections in trust for set forth the benefit date on which the voluntary reduction shall be effective and the amount of the Investor Partiesrequested voluntary reduction; (iv) a written notice of request for a voluntary reduction shall be irrevocable, for payment to and may be withdrawn only with the Administrative Agent (for the ratable benefit consent of the PurchasersAgent; (v) 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 provided in the amount to be so paid to the Administrative Agent’s Account only when Borrowers' notice of voluntary reduction given in fact finally so paid. Upon receipt by the Administrative Agent in the Administrative Agent’s Account of any amount paid in reduction of the Aggregate Capital pursuant to sub-clause accordance with subsections 2.11(ii) and (iii) above, the Administrative Agent shall cause such funds to be promptly distributed to WFB Revolving Line of Credit and the Nieuw Amsterdam Administrator (for the ratable benefit concomitant aggregate Revolving Credit Commitments of all of the applicable members of the Funding Group) in payment of the applicable Purchasers’ outstanding Capital firstBanks, to accrued and unpaid Servicing Fees that are then due and owing to the Servicer if not withheld shall be permanently reduced by the Servicer prior to turnover amount stated in that notice of voluntary reduction; (vi) any reduction in the CollectionsRevolving Line of Credit shall result in the reduction of each Bank's Revolving Credit Commitment on a pro rata basis; second, to out-of-pocket expenses and (if anyvii) any requested voluntary reduction that would result in a prepayment of all or any part of any Investor Party that are then due Revolving Credit Loan or Revolving Credit Loans shall be subject to and owing under Section 8.4; third, to accrued conditioned upon the Borrowers' compliance with Sections 5.4 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 portion thereof) then most recently ended, plus any previously accrued Fees that remain unpaid5.6 of this Agreement.

Voluntary Reductions. If at any time (1) The Group Revolving Commitments and/or the Seller shall wish Target Revolving Commitments hereunder may be permanently reduced in whole or in part without premium or penalty by notice from FSE or APP, as applicable, 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: Administrative Agent; provided that (i) the Seller shall provide each Purchaser and the Servicer with irrevocable prior written any such notice in the form of Exhibit II-B hereto (each, a “Reduction Notice”) of any proposed reduction of Aggregate Capital not later than thereof must be received by 12:00 noon (New York City time) one (1) by the Administrative Agent at least three Business Day Days prior to the Business Day on which date of reduction or termination and any such reduction to the proposed reduction is to occur (Group Revolving Commitments or Target Revolving Commitments, as the “Proposed Reduction Date”). Such Reduction Notice case may be, shall (a) be prepared in accordance with the most recent Settlement Report, a principal amount $1 million and (b) designate (i) the Proposed Reduction Dateintegral multiples of $1 million in excess thereof, and (ii) no reduction to Group Revolving Commitments or Target Revolving Commitments may be made hereunder if same would give rise to a required mandatory payment under Section 2.06(b)(ix) or (x), as the amount of Aggregate Capital case may be, unless the respective reduction to Commitments is accompanied by the payment which would be reduced (the “Aggregate Reduction”) which shall be not less than $500,000 per Purchaser and shall be distributed ratably owing pursuant to the Investments respective such subsection. The Administrative Agent will give prompt notice to the applicable Lenders of each Purchaser any such reduction in accordance with Commitments and the amount Lender’s portion thereof. Any such reduction in Revolving Commitments will be accompanied by payment of Capital owing to each Purchaser. Only one (1) Reduction Notice shall be outstanding at any time;fees which have accrued but have not been paid in respect of the Commitments that are being terminated. (ii2) on All Commitments hereunder may be permanently terminated prior to the proposed date occurrence of the commencement of such reduction 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 Closing Date and the Required Purchasers, and Capital shall be deemed reduced in the amount to be so paid initial Credit Extension hereunder by notice from FSE to the Administrative Agent’s Account only when in fact finally so paid. Upon receipt by the The Administrative Agent in will give prompt notice to the Administrative Agent’s Account applicable Lenders of any amount such termination of the Commitments. Any such termination of the Commitments will be accompanied by payment of fees which have accrued but have not been paid in reduction respect of the 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 portion thereof) then most recently ended, plus any previously accrued Fees that remain unpaidCommitments.