Voluntary Reduction or Termination of Commitment Clause Samples

Voluntary Reduction or Termination of Commitment. The Revolving Loan Borrower may from time to time on at least ten (10) Business Day’s prior written notice to the Agent (which shall promptly advise each Lender thereof) permanently reduce the Aggregate Revolving Loan Commitment to an amount not less than the then outstanding principal balance of the Revolving Loans and Revolving Swing Line Loans plus the LC Obligations. Concurrently with any reduction of the Aggregate Revolving Loan Commitment to zero, (a) no further Revolving Loans or Revolving Swing Line Loans will be made and no further Letters of Credit will be issued, (b) the Revolving Loan Borrower shall pay all principal and interest on the Revolving Loans and Revolving Swing Line Loans and all fees and other amounts owing to the Agent and the Lenders, and (c) the Revolving Loan Borrower shall grant to the Agent a security interest in cash collateral to be held in the LC Collateral Account in an amount equal to the LC Obligations at such time. All reductions of the Aggregate Revolving Loan Commitment shall reduce the Revolving Loan Commitments pro rata among the Lenders according to their respective Pro Rata Shares; and except as otherwise set forth in the proviso to this Section 4.1.6, shall reduce the Revolving Swing Line Commitment in proportion to the reduction of the Aggregate Revolving Loan Commitment; provided, however, that (unless the Aggregate Revolving Loan Commitment is reduced to less than such amount), the Revolving Swing Line Commitment shall not be reduced.

Voluntary Reduction or Termination of Commitment. The New Vehicle Floorplan Borrowers may from time to time on at least ten (10) Business Day’s prior written notice by the Company to the Agent (which shall promptly advise each Lender thereof) permanently reduce the Aggregate New Vehicle Floorplan Commitment to an amount not less than the then outstanding principal balance of the New Vehicle Floorplan Loans and New Vehicle Swing Line Loans (which, for purposes of this determination, shall not be deemed to be reduced by amounts in PR Accounts). Concurrently with any reduction of the Aggregate New Vehicle Floorplan Commitment to zero, (a) no further New Vehicle Floorplan Loans or New 55 110393723.6 0063724-00082 115525625.4 0063724-00082

Voluntary Reduction or Termination of Commitment. The New Vehicle Floorplan Borrowers may from time to time on at least ten (10) Business Day’s prior written notice by the Company to the Agent (which shall promptly advise each Lender thereof) permanently reduce the Aggregate New Vehicle Floorplan Commitment to an amount not less than the then outstanding principal balance of the New Vehicle Floorplan Loans and New Vehicle Swing Line Loans (which, for purposes of this determination, shall not be deemed to be 53 115525625.4 0063724-00082

Voluntary Reduction or Termination of Commitment. Section 2.1.6 of the Loan Agreement is deleted and replaced with the following:

Voluntary Reduction or Termination of Commitment. (a) The Commitment shall terminate on the Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least 45 days prior written notice to Lender at any time after the first Loan Year, Borrower may, at its option, terminate the Commitment and this credit facility. Any notice of termination given by Borrower shall be irrevocable, provided that a notice of termination of the Commitment delivered by Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, the proceeds of which will be used to pay in full the amounts due under the Loan Documents, in which case such notice may be revoked by Borrower (by notice to Lender on or prior to the specified effective date) if such condition is not satisfied. On the Termination Date, Borrower shall make Full Payment of all Obligations. (b) Borrower may permanently reduce the Commitment upon at least 45 days prior written notice to Lender, which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $5,000,000, or an increment of $1,000,000 in excess thereof. (c) Concurrently with any reduction in or termination of the Commitment, for whatever reason (including an Event of Default) during the first Loan Year, Borrower shall pay to Lender, as liquidated damages for loss of bargain (and not as a penalty), an amount equal to 1.0% of the Commitment being reduced or terminated.

Voluntary Reduction or Termination of Commitment. (a) Unless previously terminated, the Revolving Commitment shall terminate on the Maturity Date. (b) Borrower may at any time terminate the Revolving Commitment upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to Lender of a cash deposit equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) Borrower shall notify Lender of any election to terminate the Revolving Commitment under paragraph (b) of this Section at least five Business Days prior to the effective date of such termination, specifying such election and the effective date thereof. Each notice delivered by Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitment delivered by Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Lender on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Revolving Commitment shall be permanent. (d) Borrower may permanently reduce the Revolving Commitment, upon at least 5 days’ prior written notice to Lender, which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $500,000, or an increment of $100,000 in excess thereof. Borrower may not reduce the Revolving Commitment to less than $5,000,000.

Voluntary Reduction or Termination of Commitment. The Commitment shall terminate on the Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least 5 days prior written notice to Lender at any time, Borrower may terminate the Commitment and this credit facility. Any notice of termination given by Borrower shall be irrevocable. On the Commitment Termination Date, Borrower shall make full payment of all Obligations.

Voluntary Reduction or Termination of Commitment. The Company may from time to time on at least five Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce the Commitments to an amount not less than the greater of (i) aggregate Credit Exposure of all of the Lenders and (ii) Sub-Limit A. Any such reduction shall be in an amount not less than $10,000,000 or a higher integral multiple of $1,000,000 thereof.