Common use of Reduction of the Total Commitment Clause in Contracts

Reduction of the Total Commitment. (a) Upon any prepayment pursuant to Clause 11.3 (Mandatory Prepayment in Full): (i) if each Borrower SPV is or has been subject to such Clause, the Total Commitments (and the Commitments of each Lender under each Tranche) at such time shall each be cancelled in full; and (ii) if a Borrower SPV under either the Euro Tranche or the Italian Tranche (the “Relevant Tranche”) (but not the Borrower SPV under the other Tranche) has been subject to such Clause, the Commitments of each Lender under such Tranche at such time shall be cancelled in full. For the avoidance of doubt, to the extent that (a) the Italian Tranche is fully prepaid by a Borrower SPV under Clause 11.3 (Mandatory Prepayment in Full) and (b) the Euro Tranche is not prepaid by a Borrower SPV under Clause 11.3 (Mandatory Prepayment in Full), the Total Commitments shall not be reduced and Clause 2B.5 (Rebalancing Process) shall apply on the date of the prepayment (the “Cancellation Rebalancing Date”). (b) Upon any prepayment pursuant to paragraph (a) of Clause 11.4, (i) the Commitments at such time under the Tranche in respect of which the relevant Obligor is a Borrower shall be cancelled in an aggregate amount equal to the amount of such Commitments multiplied by a percentage equal to (x) the Borrower Vehicle Fleet NBV (as at the immediately preceding Calculation Date) of such Obligor divided by (y) the aggregate of the Borrower Vehicle Fleet NBV of all Ultimate Borrowers as at the same Calculation Date, (ii) the Commitments of each Lender under such Tranche shall accordingly be cancelled pro rata and (iii) such Obligor shall no longer be entitled to request Advances under the Facility.

Reduction of the Total Commitment. (a) Upon any prepayment pursuant to Clause 11.3 (Mandatory Prepayment in Full): (i) if each Borrower SPV is or has been subject to such Clause, the Total Commitments (and the Commitments of each Lender under each Tranche) at such time shall each be cancelled in full; and (ii) if a Borrower SPV under either the Euro Tranche or the Italian Tranche in any other case, (the “Relevant Tranche”) (but not the Borrower SPV under the other Tranche) has been subject to such Clause, the Commitments of each Lender under such Tranche at such time shall be cancelled in full. For the avoidance of doubt, to the extent that (aA) the Italian Tranche is fully prepaid by a Borrower SPV under Clause 11.3 (Mandatory Prepayment in Full) and (b) the Euro Tranche is not prepaid by a Borrower SPV under Clause 11.3 (Mandatory Prepayment in Full), the Total Commitments shall not be reduced and Clause 2B.5 (Rebalancing Process) shall apply on the date of the prepayment (the “Cancellation Rebalancing Date”). (b) Upon any prepayment pursuant to paragraph (a) of Clause 11.4, (i) the Commitments at such time under the Tranche in respect of which the relevant Obligor is a Borrower shall be cancelled in an aggregate amount equal to the amount of such Total Commitments multiplied by a percentage equal to (x) the Borrower Vehicle Fleet NBV (as at the Calculation Date immediately preceding the Settlement Date immediately following the date of the relevant Permitted Take-Out Financing) of the Vehicles included in such Permitted Take-Out Financing divided by (y) the aggregate of the Borrower Vehicle Fleet NBV of all Ultimate Borrowers as at the same Calculation Date and (B) the Commitments of each Lender under each Tranche shall be cancelled in an amount equal to its Proportion of the amount of Total Commitments cancelled. (b) Upon any prepayment pursuant to paragraph (a) of Clause 11.4 (Opco Change of Control or Exceeding Borrowing Base), (i) the Total Commitments at such time shall be cancelled in an aggregate amount equal to the amount of (x) the Borrower Vehicle Fleet NBV (as at the immediately preceding Calculation Date) of such the relevant Obligor divided by (y) the aggregate of the Borrower Vehicle Fleet NBV of all Ultimate Borrowers as at the same Calculation Date, (ii) the Commitments of each Lender under such each Tranche shall accordingly be cancelled pro rata in an amount in the relevant base currency equal to its Proportion of the amount of Total Commitments cancelled and (iii) such Obligor shall no longer be entitled to request Advances under the Facility.