Common use of Voluntary Reduction or Termination of Commitment Clause in Contracts

Voluntary Reduction or Termination of Commitment. The Used Vehicle Floorplan 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 Used Vehicle Floorplan Commitment to an amount not less than the then outstanding principal balance of the Used Vehicle Floorplan Loans and Used Vehicle Swing Line Loans. Concurrently with any reduction of the Aggregate Used Vehicle Floorplan Commitment to zero, (a) no further Used Vehicle Floorplan Loans or Used Vehicle Swing Line Loans will be made, and (b) the Used Vehicle Floorplan Borrower shall pay all principal and interest on the Used Vehicle Floorplan Loans and Used Vehicle Swing Line Loans and all fees and other amounts owing to the Agent and the Lenders. All reductions of the Aggregate Used Vehicle Floorplan Commitment shall reduce the Used Vehicle Floorplan 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 3.1.6, shall reduce the Used Vehicle Swing Line Commitment in proportion to the reduction of the Aggregate Used Vehicle Floorplan Commitment; provided, however, that (unless the Aggregate Used Vehicle Floorplan Commitment is reduced to less than such amount), the Used Vehicle Swing Line Commitment shall not be reduced.

Voluntary Reduction or Termination of Commitment. The Used Service Loaner Vehicle Floorplan 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 Used Service Loaner Vehicle Floorplan Commitment to an amount not less than the then outstanding principal balance of the Used Service Loaner Vehicle Floorplan Loans and Used Service Loaner Vehicle Swing Line Loans. Concurrently with any reduction of the Aggregate Used Service Loaner Vehicle Floorplan Commitment to zero, (a) no further Used Service Loaner Vehicle Floorplan Loans or Used Service Loaner Vehicle Swing Line Loans will be made, and (b) the Used Service Loaner Vehicle Floorplan Borrower shall pay all principal and interest on the Used Service Loaner Vehicle Floorplan Loans and Used Service Loaner Vehicle Swing Line Loans and all fees and other amounts owing to the Agent and the Lenders. All reductions of the Aggregate Used Service Loaner Vehicle Floorplan Commitment shall reduce the Used Service Loaner Vehicle Floorplan 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 3.1.63.3.6, shall reduce the Used Service Loaner Vehicle Swing Line Commitment in proportion to the reduction of the Aggregate Used Service Loaner Vehicle Floorplan Commitment; provided, however, that (unless the Aggregate Used Service Loaner Vehicle Floorplan Commitment is reduced to less than such amount), the Used Service Loaner Vehicle Swing Line Commitment shall not be reduced.

Voluntary Reduction or Termination of Commitment. The Used Vehicle Floorplan 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 Used Vehicle Floorplan Commitment to an amount not less than the then outstanding principal balance of the Used Vehicle Floorplan Loans and Used Vehicle Swing Line Loans. Concurrently with any reduction of the Aggregate Used Vehicle Floorplan Commitment to zero, (a) no further Used Vehicle Floorplan Loans or Used Vehicle Swing Line Loans will be made, and (b) the Used Vehicle Floorplan Borrower shall pay all principal and interest on the Used Vehicle Floorplan Loans and Used Vehicle Swing Line Loans and all fees and other amounts owing to the Agent and the Lenders. All reductions of the Aggregate Used Vehicle Floorplan Commitment shall reduce the Used Vehicle Floorplan 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 3.1.6, shall reduce the Used Vehicle Swing Line Commitment in proportion to the reduction of the Aggregate Used Vehicle Floorplan Commitment; provided, however, that (unless the Aggregate Used Vehicle Floorplan Commitment is reduced to less than such amount), the Used Vehicle Swing Line Commitment shall not be reduced.

Voluntary Reduction or Termination of Commitment. The Used New Vehicle Floorplan Borrower 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 Used New Vehicle Floorplan Commitment to an amount not less than the then outstanding principal balance of the Used New Vehicle Floorplan Loans and Used New Vehicle Swing Line LoansLoans (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 Used New Vehicle Floorplan Commitment to zero, (a) no further Used New Vehicle Floorplan Loans or Used New Vehicle Swing Line Loans will be made, and (b) the Used New Vehicle Floorplan Borrower Borrowers shall pay all principal and interest on the Used New Vehicle Floorplan Loans and Used New Vehicle Swing Line Loans and all fees and other amounts owing to the Agent and the Lenders, and (c) the New Vehicle Floorplan Borrowers shall deliver to the Agent funds in an amount which the Agent estimates it or the Swing Line Lender may be required to pay pursuant to Payment Commitments which may be presented after the Termination Date, such collateral to be held in the Payment Commitment Collateral Account. All reductions of the Aggregate Used New Vehicle Floorplan Commitment shall reduce the Used New Vehicle Floorplan 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 3.1.62.1.6, shall reduce the Used New Vehicle Swing Line Commitment in proportion to the reduction of the Aggregate Used New Vehicle Floorplan Commitment; provided, however, that (unless the Aggregate Used New Vehicle Floorplan Commitment is reduced to less than such amount), the Used New Vehicle Swing Line Commitment shall not be reduced.

Voluntary Reduction or Termination of Commitment. The Used New Vehicle Floorplan Borrower 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 Used New Vehicle Floorplan Commitment to an amount not less than the then outstanding principal balance of the Used New Vehicle Floorplan Loans and Used New Vehicle Swing Line LoansLoans (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 Used New Vehicle Floorplan Commitment to zero, (a) no further Used New Vehicle Floorplan Loans or Used New Vehicle Swing Line Loans will be made, and (b) the Used New Vehicle Floorplan Borrower Borrowers shall pay all principal and interest on the Used New Vehicle Floorplan Loans and Used New Vehicle Swing Line Loans and all fees and other amounts owing to the Agent and the Lenders, and (c) the New Vehicle Floorplan Borrowers shall deliver to Agent funds in an amount which Agent estimates it or the Swing Line Lender may be required to pay pursuant to Payment Commitments which may be presented after the Termination Date, such collateral to be held in the Payment Commitment Collateral Account. All reductions of the Aggregate Used New Vehicle Floorplan Commitment shall reduce the Used New Vehicle Floorplan 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 3.1.62.1.6, shall reduce the Used New Vehicle Swing Line Commitment in proportion to the reduction of the Aggregate Used New Vehicle Floorplan Commitment; provided, however, that (unless the Aggregate Used New Vehicle Floorplan Commitment is reduced to less than such amount), the Used New Vehicle Swing Line Commitment shall not be reduced.

Voluntary Reduction or Termination of Commitment. The Used Service Loaner Vehicle Floorplan 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 Used Service Loaner Vehicle Floorplan Commitment to an amount not less than the then outstanding principal balance of the Used Service Loaner Vehicle Floorplan Loans and Used Service Loaner Vehicle Swing Line Loans. Concurrently with any reduction of the Aggregate Used Service Loaner Vehicle Floorplan Commitment to zero, (a) no further Used Service Loaner Vehicle Floorplan Loans or Used Service Loaner Vehicle Swing Line Loans will be made, and (b) the Used Service Loaner Vehicle Floorplan Borrower shall pay all principal and interest on the Used Service Loaner Vehicle Floorplan Loans and Used Service Loaner Vehicle Swing Line Loans and all fees and other amounts owing to the Agent and the Lenders. All reductions of the Aggregate Used Service Loaner Vehicle Floorplan Commitment shall reduce the Used Service Loaner Vehicle Floorplan 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 3.1.63.3.6, shall reduce the Used Service Loaner Vehicle Swing Line Commitment in proportion to the reduction of the Aggregate Used Service Loaner Vehicle Floorplan Commitment; provided, however, that (unless the Aggregate Used Vehicle Floorplan Commitment is reduced to less than such amount), the Used Vehicle Swing Line Commitment shall not be reduced.Service Loaner 77 13483422v8

Voluntary Reduction or Termination of Commitment. The Used Vehicle Floorplan 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 Used Vehicle Floorplan Commitment to an amount not less than the then outstanding principal balance of the Used Vehicle Floorplan Loans and Used Vehicle Swing Line Loans. Concurrently with any reduction of the Aggregate Used Vehicle Floorplan Commitment to zero, (a) no further Used Vehicle Floorplan Loans or Used Vehicle Swing Line Loans will be made, and (b) the Used Vehicle Floorplan Borrower shall pay all principal and interest on the Used Vehicle Floorplan Loans and Used Vehicle Swing Line Loans and all fees 70 115525625.4 0063724-00082 and other amounts owing to the Agent and the Lenders. All reductions of the Aggregate Used Vehicle Floorplan Commitment shall reduce the Used Vehicle Floorplan 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 3.1.6, shall reduce the Used Vehicle Swing Line Commitment in proportion to the reduction of the Aggregate Used Vehicle Floorplan Commitment; provided, however, that (unless the Aggregate Used Vehicle Floorplan Commitment is reduced to less than such amount), the Used Vehicle Swing Line Commitment shall not be reduced.

Voluntary Reduction or Termination of Commitment. The Used New Vehicle Floorplan Borrower 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 Used New Vehicle Floorplan Commitment to an amount not less than the then outstanding principal balance of the Used New Vehicle Floorplan Loans and Used New Vehicle Swing Line LoansLoans (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 Used New Vehicle Floorplan Commitment to zero, (a) no further Used New Vehicle Floorplan Loans or Used New Vehicle Swing Line Loans will be made, and (b) the Used New Vehicle Floorplan Borrower Borrowers shall pay all principal and interest on the Used New Vehicle Floorplan Loans and Used New Vehicle Swing Line Loans and all fees and other amounts owing to the Agent and the Lenders, and (c) the New Vehicle Floorplan Borrowers shall deliver to Agent funds in an amount which Agent estimates it or the Swing Line Lender may be required to pay pursuant to Payment Commitments which may be presented after the termination date, such collateral to be held in the Payment Commitment Collateral Account. All reductions of the Aggregate Used New Vehicle Floorplan Commitment shall reduce the Used New Vehicle Floorplan 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 3.1.62.1.6, shall reduce the Used New Vehicle Swing Line Commitment in proportion to the reduction of the Aggregate Used New Vehicle Floorplan Commitment; provided, however, that (unless the Aggregate Used New Vehicle Floorplan Commitment is reduced to less than such amount), the Used New Vehicle Swing Line Commitment shall not be reduced.

Voluntary Reduction or Termination of Commitment. The Used New Vehicle Floorplan Borrower 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 Used New Vehicle Floorplan Commitment to an amount not less than the then outstanding principal balance of the Used New Vehicle Floorplan Loans and Used New Vehicle Swing Line Loans. Concurrently with any reduction of the Aggregate Used New Vehicle Floorplan Commitment to zero, (a) no further Used New Vehicle Floorplan Loans or Used New Vehicle Swing Line Loans will be made, and (b) the Used New Vehicle Floorplan Borrower Borrowers shall pay all principal and interest on the Used New Vehicle Floorplan Loans and Used New Vehicle Swing Line Loans and all fees and other amounts owing to the Agent and the Lenders, and (c) the New Vehicle Floorplan Borrowers shall deliver to Agent funds in an amount which Agent estimates it or the Swing Line Lender may be required to pay pursuant to Payment Commitments which may be presented after the termination date, such collateral to be held in the Payment Commitment Collateral Account. All reductions of the Aggregate Used New Vehicle Floorplan Commitment shall reduce the Used New Vehicle Floorplan 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 3.1.62.1.6, shall reduce the Used New Vehicle Swing Line Commitment in proportion to the reduction of the Aggregate Used New Vehicle Floorplan Commitment; provided, however, that (unless the Aggregate Used New Vehicle Floorplan Commitment is reduced to less than such amount), the Used New Vehicle Swing Line Commitment shall not be reduced.