Common use of Commitment Reduction Clause in Contracts

Commitment Reduction. At the Borrower's option and upon at least -------------------- five Business Days' prior irrevocable written notice to the Agent, with such notice specifying the amount and the date of such reduction, the Borrower may permanently reduce the Aggregate Commitment in whole at any time or in part from time to time; provided, however, that (i) each partial reduction of the Aggregate Commitment shall be in an aggregate amount equal to at least $5,000,000 or an integral multiple of $1,000,000 and (ii) the Borrower may not reduce the Aggregate Commitment below an amount equal to the sum of all Loans and Letters of Credit outstanding together with unreimbursed drawings under Letters of Credit. The Agent shall promptly notify each Lender (by telecopy or by telephone) of such requested Commitment reduction. In addition, the Aggregate Commitments shall automatically terminate upon the occurrence of a Change of Control. Reductions of the Aggregate Commitment pursuant to this Section 2.7 shall automatically effect a reduction of the Commitment of each Lender to an amount equal to the product of (i) the Aggregate Commitment of all Lenders, as reduced pursuant to this Section 2.7 and (ii) the Commitment Percentage of such Lender, in each case determined immediately prior to such reduction of the Aggregate Commitment on such date. Any such Commitment reduction shall be applied as the Borrower directs. Upon each reduction of the Aggregate Commitment, the Borrower shall pay the Commitment Fee, payable pursuant to Section 2.10, accrued on the amount of the Aggregate Commitment so reduced through the date of such reduction.

Commitment Reduction. At the Borrower's option and upon at least -------------------- five Business Days' prior irrevocable written notice to the Agent, with such notice specifying the amount and the date of such reduction, the Borrower may permanently reduce the Aggregate Commitment in whole at any time or in part from time to time; provided, however, that (i) each partial reduction of the Aggregate Commitment shall be in an aggregate amount equal to at least $5,000,000 1,000,000 or an integral multiple of $1,000,000 and (ii) the Borrower may not reduce the Aggregate Commitment below an amount equal to the sum of all Loans and Letters of Credit outstanding together with unreimbursed drawings under Letters of Credit1,000,000. The Agent shall promptly notify each Lender (by telecopy or by telephone) of such requested Commitment reduction. In addition, the Aggregate Commitments shall automatically terminate upon the occurrence of a Change of Control. Reductions of the Aggregate Commitment pursuant to this Section 2.7 2.6 shall automatically effect a reduction of the Commitment of each Lender to an amount equal to the product of (i) the Aggregate Commitment of all Lenders, as reduced pursuant to this Section 2.7 2.6 and (ii) the Commitment Percentage of such Lender, in each case determined immediately prior to such reduction of the Aggregate Commitment on such date. Any such Commitment reduction shall be applied as the Borrower directs. Upon each reduction of the Aggregate Commitment, the Borrower shall (i) pay the Commitment Feeunused commitment fee, payable pursuant to Section 2.102.11(i), accrued on the amount of the Aggregate Commitment so reduced through the date of such reduction, (ii) prepay the amount, if any, by which the sum of (a) the aggregate unpaid principal amount of the Loans, (b) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (c) the aggregate amount of unreimbursed drawings under all Letters of Credit exceeds the amount of the Aggregate Commitment as so reduced, together with accrued interest on the amount being prepaid to the date of such prepayment (or, with respect to outstanding Letters of Credit, make a cash collateral deposit in an amount equal to such excess to the extent such excess is not corrected by the foregoing prepayment) and (d) compensate the Lenders for their funding costs, if any, in accordance with Section 3.

Commitment Reduction. At the Borrower's option and upon at least -------------------- five Business Days' prior irrevocable written notice to the Agent, with such notice specifying the amount and the date of such reduction, the Borrower may permanently reduce the Aggregate Commitment in whole at any time or in part from time to time; provided, however, that (i) each partial reduction of the Aggregate Commitment shall be in an aggregate amount equal to at least $5,000,000 1,000,000 or an integral multiple of $1,000,000 and (ii) the Borrower may not reduce the Aggregate Commitment below an amount equal to the sum of all Loans and Letters of Credit outstanding together with unreimbursed drawings under Letters of Credit100,000. The Agent shall promptly notify each Lender (by telecopy or by telephone) of such requested Commitment reduction. In addition, the Aggregate Commitments shall automatically terminate upon the occurrence of a Change of Control. Reductions of the Aggregate Commitment pursuant to this Section 2.7 shall automatically effect a reduction of the Commitment of each Lender to an amount equal to the product of (i) the Aggregate Commitment of all Lenders, as reduced pursuant to this Section 2.7 and (ii) the Commitment Percentage of such Lender, in each case determined immediately prior to such reduction of the Aggregate Commitment on such date. Any such Commitment reduction shall be applied as the Borrower directs, but in the absence of any such direction, all sublimits shall be ratably reduced. Upon each reduction of the Aggregate Commitment, the Borrower shall (i) pay the Commitment Feeunused commitment fee, payable pursuant to Section 2.10, accrued on the amount of the Aggregate Commitment so reduced through the date of such reduction, (ii) prepay the amount, if any, by which the sum of (a) the aggregate unpaid principal amount of the Loans, (b) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (c) the aggregate amount of unreimbursed drawings under all Letters of Credit exceeds the amount of the Aggregate Commitment as so reduced, together with accrued interest on the amount being prepaid to the date of such prepayment (or, with respect to outstanding Letters of Credit, make a cash collateral deposit in an amount equal to such excess to the extent such excess is not corrected by the foregoing prepayment) and (d) compensate the Lenders for their funding costs, if any, in accordance with Section 3.1(i).

Commitment Reduction. At (a) You may terminate in full the Borrower's option and upon commitments hereunder in respect of the Refinancing Facility and/or Senior Unsecured Notes at least -------------------- five Business Days' prior irrevocable written notice any time. In addition, in the event that a lesser amount of indebtedness is required to fund any of the Transactions for any reason, you may partially reduce the Commitment Parties’ Commitments with respect to the Agent, Refinancing Facility and/or Senior Unsecured Notes; provided that any such reduction shall first apply to the Senior Unsecured Notes until the Commitment with such notice specifying respect to the amount Senior Unsecured Notes is no less than $150,000,000 and thereafter ratably to the date of such reductionCommitments with respect to the Refinancing Facility and Senior Unsecured Notes; provided further that notwithstanding anything to the contrary herein, the Borrower may permanently reduce Commitment with respect to the Aggregate Refinancing Facility shall not be reduced to an amount less than $300,000,000. (b) The Commitment with respect to the Refinancing Facility will automatically terminate in whole at any time or in part from time to time; provided, however, that full on the earlier of (i) each partial reduction the funding of the Aggregate Commitment shall be in an aggregate amount equal to at least $5,000,000 or an integral multiple of $1,000,000 Refinancing Facility on the Acquisition Closing Date and (ii) Acquisition Expiration Date; provided that the Borrower may not reduce Commitments under the Aggregate Commitment below Refinancing Facility shall automatically and without any further action be permanently reduced (x) on the Refinancing Facility Incremental Rollover Expiration Date in an amount equal to the sum of all Loans Refinancing Facility Incremental Rollover Amount and Letters of Credit outstanding together with unreimbursed drawings under Letters of Credit. The Agent shall promptly notify each Lender (by telecopy or by telephoney) of such requested Commitment reduction. In addition, on the Aggregate Commitments shall automatically terminate upon the occurrence of a Change of Control. Reductions of the Aggregate Commitment pursuant to this Section 2.7 shall automatically effect a reduction of the Commitment of each Lender to Refinancing Facility Notes Expiration Date in an amount equal to the product Refinancing Facility Notes Amount. (c) The Commitments with respect to the Senior Unsecured Notes will automatically terminate in full on the earlier of (i) the Aggregate Commitment funding of all Lenders, as reduced pursuant to this Section 2.7 the Senior Unsecured Notes on the Acquisition Closing Date and (ii) Acquisition Expiration Date. We are pleased to have the Commitment Percentage of such Lenderopportunity to work with you in connection with this important financing. Very truly yours, in each case determined immediately prior By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Accepted and agreed to such reduction as of the Aggregate Commitment on such date. Any such Commitment reduction shall be applied as the Borrower directs. Upon each reduction of the Aggregate Commitment, the Borrower shall pay the Commitment Fee, payable pursuant to Section 2.10, accrued on the amount of the Aggregate Commitment so reduced through the date of such reduction.first above written: By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Treasurer

Commitment Reduction. At the Borrower's Borrowers' option and upon at least -------------------- five Business Days' prior irrevocable written notice to the Agent, with such notice specifying the amount and the date of such reduction, the Borrower Borrowers may permanently reduce the Aggregate Commitment in whole at any time or in part from time to time; provided, however, that (i) each partial reduction of the Aggregate Commitment shall be in an aggregate amount equal to at least $5,000,000 or an integral multiple of $1,000,000 and (ii) the Borrower may not reduce the Aggregate Commitment below an amount equal to the sum of all Loans and Letters of Credit outstanding together with unreimbursed drawings under Letters of Credit1,000,000. The Agent shall promptly notify each Lender (by telecopy or by telephone) of such requested Commitment reduction. In additionAny mandatory or optional prepayments pursuant to Sections 2.26 and 2.28 shall not, without further direction from the Aggregate Commitments shall automatically terminate upon Borrowers, result in any permanent reduction of the occurrence of a Change of ControlCommitments. Reductions of the Aggregate Commitment pursuant to this Section 2.7 2.8 shall automatically effect a reduction of the Commitment of each Lender to an amount equal to the product of (i) the Aggregate Commitment of all Lenders, as reduced pursuant to this Section 2.7 2.8 and (ii) the Commitment Percentage of such Lender, in each case determined immediately prior to such reduction of the Aggregate Commitment on such date. Any such Commitment reduction shall be applied as the Borrower directsBorrowers direct, but in the absence of any such direction, all sublimits for Loans to Pacific Germany, Letters of Credit and Swingline Loans shall be ratably reduced. Upon each reduction of the Aggregate Commitment, the Borrower Borrowers shall (i) pay the Commitment Feeunused commitment fee, payable pursuant to Section 2.102.11, accrued on the amount of the Aggregate Commitment so reduced through the date of such reduction, (ii) prepay the amount, if any, by which the sum of (a) the aggregate unpaid principal amount of the Loans, (b) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (c) the aggregate amount of unreimbursed drawings under all Letters of Credit exceeds the amount of the Aggregate Commitment as so reduced, together with accrued interest on the amount being prepaid to the date of such prepayment (or, with respect to outstanding Letters of Credit, make a cash collateral deposit in an amount equal to such excess to the extent such excess is not corrected by the foregoing prepayment), (d) prepay the amount by which the Loans outstanding to any Lender exceeds its Commitment Percentage as so reduced and (e) compensate the Lenders for their funding costs, if any, in accordance with Section 3.1(i).