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

Voluntary Reduction or Termination of Commitments. (a) Upon at least three (3) Business Days’ prior written notice to the Administrative Agent at the Administrative Agent’s Office (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrowers shall have the right, without premium or penalty, on any day, to terminate or permanently reduce any Commitments of any Class in whole or in part; provided that (a) any such reduction shall apply proportionately and permanently to reduce the Commitment of each of the Lenders of any applicable Class and any such reduction or termination shall be accompanied by any repayment of Revolving Loans of such Class required under Section 6.2(a), except that (i) notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15 the Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Commitments so extended on such date (provided that after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Revolving Credit Exposure of any such Lender does not exceed the Commitment thereof) and (ii) the Borrowers may at their election permanently reduce any Commitment of a Defaulting Lender to $0 without affecting the Commitments of any other Lender, and (b) After giving effect to such termination or reduction and to any prepayments of the Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed the Line Cap and the aggregate amount of the Lenders’ Revolving Credit Exposures in respect of any Class of Revolving Loans shall not exceed the aggregate Commitment of such Class. Each such reduction shall be in the principal amount of $1,000,000 and any whole multiple of $1,000,000 in excess thereof (or if less, the remaining applicable amount at the time of such termination or reduction). Each such reduction or termination shall (i) be applied ratably to each Lender holding the Commitments of the applicable Class and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees and the Commitment Fee accrued on the Revolving Credit Commitments so terminated. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may rescind, or extend the date for termination or reduction specified in, any notice delivered under this Section 4.2 if such termination or reduction would have occurred in connection with a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

Voluntary Reduction or Termination of Commitments. (ai) Upon The Borrower shall have the right, upon at least three (3) Business Days’ prior written notice to the Administrative Agent Agent, at any time to terminate the Administrative Agent’s Office Commitments or from time to time to permanently reduce the Commitments, provided that (A) the Total Commitment Amount shall not be reduced below an amount equal to the sum of the aggregate principal balance of the Loans plus the Letter of Credit Exposure plus the aggregate principal amount of all Swing Loans (in each case after giving effect to any contemporaneous prepayment of the Loans) then outstanding thereunder, and (B) any such reduction of the Commitments shall be in the minimum amount of $5,000,000 or such shorter period amount plus a whole multiple of time $100,000 in excess thereof. In the event that the Total Commitment Amount is reduced below the Swing Loan Commitment, the Swing Loan Commitment shall be reduced to an amount equal to the Total Commitment Amount, as agreed to by reduced. Upon receipt of each such notice of termination or permanent reduction of Commitments from the Administrative Agent in its reasonable discretion) (which notice Borrower, the Administrative Agent shall promptly transmit to notify each Lender of the Lenders)contents thereof. (ii) Reductions of the Commitments shall be applied pro rata according to the Commitments of each Lender, as the case may be. Simultaneously with each reduction or termination of the Commitments under this Section, the Borrowers Borrower shall have prepay the rightLoans outstanding thereunder by the amount, without premium or penaltyif any, on by which the aggregate unpaid principal balance of such Loans plus the Letter of Credit Exposure exceeds the amount of the Commitments, as so reduced. Simultaneously with a termination of the Commitments under this Section, the Borrower shall pay the Facility Fee accrued (but not yet paid) with respect to the portion of the Commitment being terminated at such time. If any dayprepayment is made under this Section with respect to any LIBOR Loans, to terminate or permanently reduce any Commitments of any Class in whole or in part; provided that (a) any such reduction shall apply proportionately and permanently , prior to reduce the Commitment of each last day of the applicable Interest Period, the Borrower agrees to indemnify the Lenders of any applicable Class and any such in accordance with Section 2.14. No reduction or termination shall be accompanied by any repayment of Revolving Loans of such Class required under Section 6.2(a), except that (i) notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15 the Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall may be reduced in an amount equal to the amount of Commitments so extended on such date (provided that after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Revolving Credit Exposure of any such Lender does not exceed the Commitment thereof) and (ii) the Borrowers may at their election permanently reduce any Commitment of a Defaulting Lender to $0 without affecting the Commitments of any other Lender, and (b) After giving effect to such termination or reduction and to any prepayments of the Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed the Line Cap and the aggregate amount of the Lenders’ Revolving Credit Exposures in respect of any Class of Revolving Loans shall not exceed the aggregate Commitment of such Class. Each such reduction shall be in the principal amount of $1,000,000 and any whole multiple of $1,000,000 in excess thereof (or if less, the remaining applicable amount at the time of such termination or reduction). Each such reduction or termination shall (i) be applied ratably to each Lender holding the Commitments of the applicable Class and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees and the Commitment Fee accrued on the Revolving Credit Commitments so terminated. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may rescind, or extend the date for termination or reduction specified in, any notice delivered under this Section 4.2 if such termination or reduction would have occurred in connection with a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayedreinstated.

Voluntary Reduction or Termination of Commitments. (a) Upon at least three two (32) Business Days’ prior written notice to the Administrative Agent at the Administrative Agent’s Office (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) (which notice the Administrative Agent shall promptly transmit to each of the LendersLenders of the applicable Class), the Borrowers Borrower shall have the right, without premium or penalty, on any day, to permanently terminate or permanently reduce any the Commitments of any Class in whole or in part; provided that (a) any such reduction shall apply proportionately and permanently to reduce the applicable Commitment of each of the Lenders of any applicable Class and any such reduction or termination shall be accompanied by any repayment of Revolving Loans of such Class required under Section 6.2(a)Class, except that (i) notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15 2.14(g), the Revolving Commitments of any one or more Revolving Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Revolving Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Revolving Credit Exposure of any such Lender does not exceed any Revolving Commitment thereof and (y) for the avoidance of doubt, any such repayment of Revolving Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.14(g) of Revolving Commitments and Revolving Loans of any existing Class into Extended Revolving Credit Commitments and Extended Revolving Credit Loans pursuant to Section 2.14(g) prior to any reduction being made to the Revolving Commitment thereofof any other Lender) and (ii) the Borrowers Borrower may at their its election permanently reduce any Revolving Commitment of a Defaulting Lender to $0 without affecting the Revolving Commitments of any other Lender, and (b) After any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $500,000, and (c) with respect to any termination or reduction of Revolving Commitments under this Section 4.2, after giving effect to such termination or reduction and to any prepayments of the Revolving Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed the Line Cap Total Revolving Commitment and the aggregate amount of the Lenders’ Revolving Credit Exposures in respect of any Class of Revolving Loans shall not exceed the aggregate Revolving Commitment of such Class. Each such reduction shall be in the principal amount of $1,000,000 and any whole multiple of $1,000,000 in excess thereof (or if less, the remaining applicable amount at the time of such termination or reduction). Each such reduction or termination shall (i) be applied ratably to each Lender holding the Commitments of the applicable Class and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees and the Commitment Fee accrued on the Revolving Credit Commitments so terminated. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may by giving written notice to the Administrative Agent rescind, or extend the date for termination or reduction specified in, any notice delivered under this Section 4.2 on the date of such termination or reduction if such termination or reduction would have occurred in connection with a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

Voluntary Reduction or Termination of Commitments. (ai) Upon The Borrower shall have the right, upon at least three (3) Business Days’ ' prior written notice to the Administrative Agent Agent, at any time to terminate the Administrative Agent’s Office Commitments or from time to time to permanently reduce the Commitments, provided that (i) the Total Commitment Amount shall not be reduced below an amount equal to the sum of the aggregate principal balance of the Loans PLUS the Letter of Credit Exposure PLUS the aggregate principal amount of all Swing Loans (in each case after giving effect to any contemporaneous prepayment of the Loans) then outstanding thereunder, and (ii) any such reduction of the Commitments shall be in the minimum amount of $5,000,000 or such shorter period amount plus a whole multiple of time $100,000 in excess thereof. In the event that the Total Commitment Amount is reduced below the Swing Loan Commitment, the Swing Loan Commitment shall be reduced to an amount equal to the Total Commitment Amount, as agreed reduced. (ii) Reductions of the Commitments shall be applied pro rata according to the Commitments of each Lender, as the case may be. Simultaneously with each reduction or termination of the Commitments under this Section, the Borrower shall prepay the Loans outstanding thereunder by the Administrative Agent in its reasonable discretion) (amount, if any, by which notice the Administrative Agent shall promptly transmit to each aggregate unpaid principal balance of such Loans PLUS the Letter of Credit Exposure exceeds the amount of the Lenders)Commitments, as so reduced. Simultaneously with a termination of the Commitments under this Section, the Borrowers Borrower shall have pay the rightFacility Fee accrued (but not yet paid). If any prepayment is made under this Section with respect to any LIBOR Loans, without premium or penalty, on any day, to terminate or permanently reduce any Commitments of any Class in whole or in part; provided that (a) any such reduction shall apply proportionately and permanently , prior to reduce the Commitment of each last day of the applicable Interest Period, the Borrower agrees to indemnify the Lenders of any applicable Class and any such in accordance with Section 2.14. No reduction or termination shall be accompanied by any repayment of Revolving Loans of such Class required under Section 6.2(a), except that (i) notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15 the Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall may be reduced in an amount equal to the amount of Commitments so extended on such date (provided that after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Revolving Credit Exposure of any such Lender does not exceed the Commitment thereof) and (ii) the Borrowers may at their election permanently reduce any Commitment of a Defaulting Lender to $0 without affecting the Commitments of any other Lender, and (b) After giving effect to such termination or reduction and to any prepayments of the Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed the Line Cap and the aggregate amount of the Lenders’ Revolving Credit Exposures in respect of any Class of Revolving Loans shall not exceed the aggregate Commitment of such Class. Each such reduction shall be in the principal amount of $1,000,000 and any whole multiple of $1,000,000 in excess thereof (or if less, the remaining applicable amount at the time of such termination or reduction). Each such reduction or termination shall (i) be applied ratably to each Lender holding the Commitments of the applicable Class and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees and the Commitment Fee accrued on the Revolving Credit Commitments so terminated. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may rescind, or extend the date for termination or reduction specified in, any notice delivered under this Section 4.2 if such termination or reduction would have occurred in connection with a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayedreinstated.

Voluntary Reduction or Termination of Commitments. (a) Upon at least three (3) Business Days’ ' prior written notice to the Administrative Agent at the Administrative Agent’s 's Office (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrowers shall have the right, without premium or penalty, on any day, to terminate or permanently reduce any Commitments of any Class in whole or in part; provided that (a) any such reduction shall apply proportionately and permanently to reduce the Commitment of each of the Lenders of any applicable Class and any such reduction or termination shall be accompanied by any repayment of Revolving Loans of such Class required under Section 6.2(a), except that (i) notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15 the Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Commitments so extended on such date (provided that after giving effect to any such reduction and to the repayment of any applicable Revolving Loans made on such date, the Revolving Credit Exposure of any such Lender with respect to the applicable Class does not exceed the Commitment thereof) and (ii) the Borrowers may at their election permanently reduce any Commitment of a Defaulting Lender to $0 without affecting the Commitments of any other Lender, and (b) After giving effect to such termination or reduction and to any prepayments of the Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ ' Revolving Credit Exposures shall not exceed the Line Cap and the aggregate amount of the Lenders’ ' Revolving Credit Exposures in respect of any Class of Revolving Loans shall not exceed the aggregate Commitment of such Class. Each such reduction shall be in the principal amount of $1,000,000 and any whole multiple of $1,000,000 in excess thereof (or if less, the remaining applicable amount at the time of such termination or reduction). Each such reduction or termination shall (i) be applied ratably to each Lender holding the Commitments of the applicable Class and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees and the Commitment Fee accrued on the Revolving Credit Commitments so terminated. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may rescind, or extend the date for termination or reduction specified in, any notice delivered under this Section 4.2 if such termination or reduction would have occurred in connection with a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

Voluntary Reduction or Termination of Commitments. (ai) Upon The Borrower shall have the right, upon at least three (3) Business Days’ prior written notice to the Administrative Agent Agent, at any time to terminate the Administrative Agent’s Office Commitments or from time to time to permanently reduce the Commitments, provided that (i) the Total Commitment Amount shall not be reduced below an amount equal to the sum of the aggregate principal balance of the Loans plus the Letter of Credit Exposure plus the aggregate principal amount of all Swing Loans (in each case after giving effect to any contemporaneous prepayment of the Loans) then outstanding thereunder, and (ii) any such reduction of the Commitments shall be in the minimum amount of $5,000,000 or such shorter period amount plus a whole multiple of time $100,000 in excess thereof. In the event that the Total Commitment Amount is reduced below the Swing Loan Commitment, the Swing Loan Commitment shall be reduced to an amount equal to the Total Commitment Amount, as agreed to by reduced. Upon receipt of each such notice of termination or permanent reduction of Commitments from the Administrative Agent in its reasonable discretion) (which notice Borrower, the Administrative Agent shall promptly transmit to notify each Lender of the Lenders)contents thereof. (ii) Reductions of the Commitments shall be applied pro rata according to the Commitments of each Lender, as the case may be. Simultaneously with each reduction or termination of the Commitments under this Section, the Borrowers Borrower shall have prepay the rightLoans outstanding thereunder by the amount, without premium or penaltyif any, on by which the aggregate unpaid principal balance of such Loans plus the Letter of Credit Exposure exceeds the amount of the Commitments, as so reduced. Simultaneously with a termination of the Commitments under this Section, the Borrower shall pay the Facility Fee accrued (but not yet paid). If any dayprepayment is made under this Section with respect to any LIBOR Loans, to terminate or permanently reduce any Commitments of any Class in whole or in part; provided that (a) any such reduction shall apply proportionately and permanently , prior to reduce the Commitment of each last day of the applicable Interest Period, the Borrower agrees to indemnify the Lenders of any applicable Class and any such in accordance with Section 2.14. No reduction or termination shall be accompanied by any repayment of Revolving Loans of such Class required under Section 6.2(a), except that (i) notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15 the Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall may be reduced in an amount equal to the amount of Commitments so extended on such date (provided that after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Revolving Credit Exposure of any such Lender does not exceed the Commitment thereof) and (ii) the Borrowers may at their election permanently reduce any Commitment of a Defaulting Lender to $0 without affecting the Commitments of any other Lender, and (b) After giving effect to such termination or reduction and to any prepayments of the Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed the Line Cap and the aggregate amount of the Lenders’ Revolving Credit Exposures in respect of any Class of Revolving Loans shall not exceed the aggregate Commitment of such Class. Each such reduction shall be in the principal amount of $1,000,000 and any whole multiple of $1,000,000 in excess thereof (or if less, the remaining applicable amount at the time of such termination or reduction). Each such reduction or termination shall (i) be applied ratably to each Lender holding the Commitments of the applicable Class and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees and the Commitment Fee accrued on the Revolving Credit Commitments so terminated. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may rescind, or extend the date for termination or reduction specified in, any notice delivered under this Section 4.2 if such termination or reduction would have occurred in connection with a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayedreinstated.

Voluntary Reduction or Termination of Commitments. The Floor Plan Borrowers may, at any time and from time to time, upon five (a) Upon at least three (35) Business Days’ prior written notice to the Administrative Agent at by the Administrative Agent’s Office Borrower Representative, voluntarily terminate and reduce unfunded Floor Plan Commitments, without fees, prepayment premiums or penalties; provided that any such termination (x) shall be in minimum amounts of Five Million Dollars ($5,000,000) (or such shorter period lesser amount to the extent the remaining Floor Plan Commitments are less than such amount), (y) the Vehicle Allocations shall be reduced to account for the reduction in Floor Plan Commitments in such manner and amounts as shall be agreed between the Borrower Representative and the Administrative Agent and (z) shall be allocated ratably among the Lenders in proportion to their Applicable Percentages with respect to the Floor Plan Facility. No reduction shall be permitted if, after giving effect thereto and to any repayments of time as agreed to the Floor Plan Committed Loans made on the effective date thereof, the sum of the Outstanding Amount of Floor Plan Committed Loans, the Outstanding Amount of M&T Advances and the amount of Drafts reasonably estimated by the Administrative Agent in its reasonable discretion) (which notice that may be presented after the requested termination date that the Administrative Agent shall promptly transmit and M&T Bank may be required to each of the Lenders), the Borrowers shall have the right, without premium or penalty, on any day, to terminate or permanently reduce any Commitments of any Class in whole or in part; provided that (a) any such reduction shall apply proportionately and permanently to reduce the Commitment of each of the Lenders of any applicable Class and any such reduction or termination shall be accompanied by any repayment of Revolving Loans of such Class required under Section 6.2(a), except that (i) notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pay pursuant to Section 2.15 the Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Commitments so extended on such date (provided that after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Revolving Credit Exposure of any such Lender does not Drafting Agreements would exceed the Commitment thereof) and (ii) the Borrowers may at their election permanently reduce any Commitment of a Defaulting Lender to $0 without affecting the Floor Plan Commitments of any other Lender, and (b) After giving effect to such termination or reduction and to any prepayments of the Loans made on the date thereof then in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed the Line Cap and the aggregate amount of the Lenders’ Revolving Credit Exposures in respect of any Class of Revolving Loans shall not exceed the aggregate Commitment of such Class. Each such reduction shall be in the principal amount of $1,000,000 and any whole multiple of $1,000,000 in excess thereof (or if less, the remaining applicable amount at the time of such termination or reduction). Each such reduction or termination shall (i) be applied ratably to each Lender holding the Commitments of the applicable Class and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees and the Commitment Fee accrued on the Revolving Credit Commitments so terminatedeffect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative or any applicable Floor Plan Borrower may rescind, rescind (or extend delay the date for termination or reduction specified of prepayment identified in, ) any notice delivered of termination under this Section 4.2 2.01.12 (a) if such termination or reduction would have occurred in connection with resulted from a refinancing of all or any a portion of any Credit the Floor Plan Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

Voluntary Reduction or Termination of Commitments. (a) Upon at least three (3) Business Days’ prior written notice to the Administrative Agent at the Administrative Agent’s Office (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrowers shall have the right, without premium or penalty, on any day, to terminate or permanently reduce any Commitments of any Class in whole or in part; provided that (a) any such reduction shall apply proportionately and permanently to reduce the Commitment of each of the Lenders of any applicable Class (other than the reduction in Revolving Credit Commitments on the Sixth Closing Date in connection with the establishment of the FILO Credit Commitments) and any such reduction or termination shall be accompanied by any repayment of Revolving Loans of such Class required under Section 6.2(a), except that (i) notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15 the Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Commitments so extended on such date (provided that after giving effect to any such reduction and to the repayment of any applicable Revolving Loans made on such date, the Revolving Credit Exposure of any such Lender with respect to the applicable Class does not exceed the Commitment thereof) and (ii) the Borrowers may at their election permanently reduce any Commitment of a Defaulting Lender to $0 without affecting the Commitments of any other Lender, and (b) After giving effect to such termination or reduction and to any prepayments of the Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures with respect to the Revolving Credit Commitments and Revolving Credit Loans shall not exceed the Revolving Credit Line Cap Cap, the Lenders’ Revolving Credit Exposure with respect to the FILO Credit Commitments and FILO Credit Loans, if applicable, shall not exceed the FILO Credit Line Cap, and the aggregate amount of the Lenders’ Revolving Credit Exposures in respect of any Class of Revolving Loans Exposure shall not exceed the aggregate Commitment of such ClassLine Cap. Each such reduction shall be in the principal amount of $1,000,000 and any whole multiple of $1,000,000 in excess thereof (or if less, the remaining applicable amount at the time of such termination or reduction). Each such reduction or termination shall (i) be applied ratably to each Lender holding the Commitments of the applicable Class and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees and the Commitment Fee and FILO Commitment Fee, as applicable, accrued on the Revolving Credit Commitments or FILO Credit Commitment, as applicable, so terminated. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may rescind, or extend the date for termination or reduction specified in, any notice delivered under this Section 4.2 if such termination or reduction would have occurred in connection with a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.