Common use of Mandatory Reduction of Commitments, etc Clause in Contracts

Mandatory Reduction of Commitments, etc. (a) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the earlier of (i) the date which is the earlier of (x) 30 days after any date on which a Specified Change of Control Event occurs and (y) the date on which any Senior Notes or any other Indebtedness of the Company or its Restricted Subsidiaries are required to be repurchased, redeemed or prepaid as a result of any such Specified Change of Control Event and (ii) 9:00 a.m. (New York time) on the Conversion Date. (b) With respect to any Asset Sale, (i) on the earliest of (x) the date occurring one year after the consummation of such Asset Sale, (y) the date, if any, following the date of consummation of such Asset Sale upon which the Administrative Agent, on behalf of the Required Banks, shall have delivered a written reinvestment termination notice to the Company, provided that such notice may only be given while an Event of Default exists, and (z) the date the Company or any of its Subsidiaries shall be required to make an offer to purchase Senior Notes or any other Indebtedness of the Company or its Restricted Subsidiaries (other than Indebtedness specifically relating to the assets sold in such Asset Sale) with the proceeds received in connection with such Asset Sale, and (ii) on any date after the earliest of the dates referred to in clause (i) above of receipt by the Company or any of its Restricted Subsidiaries of additional Net Cash Proceeds from such Asset Sale, in each case, (x) if prior to the Conversion Date, the Total Revolving Loan Commitment shall be reduced and (y) if the Conversion Date has occurred, the aggregate principal amount of Term Loans shall be repaid, in each such case, in an aggregate amount equal to the Applicable Percentage of the then Remaining Net Cash Proceeds from such Asset Sale. (c) Each reduction to the Total Revolving Loan Commitment pursuant to this Section 2.03 shall be applied proportionately to reduce the Revolving Loan Commitment of each Bank.

Mandatory Reduction of Commitments, etc. (a) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the earlier of (i) On the date which is the earlier of (x) 30 days after any date on which a Specified Change of Control Event occurs and (y) the date on which any Senior Notes or any other Indebtedness of the Company Borrower in excess of $75,000,000 individually or its Restricted Subsidiaries are $150,000,000 in the aggregate is required to be repurchased, redeemed or prepaid repurchased as a result of any such Specified Change of Control Event Control, the Total Commitment and (ii) 9:00 a.m. (New York time) on the Conversion DateTotal Swingline Commitment shall be reduced to zero. (b) With respect to any Asset Sale, (i) on the earliest of (x) the date occurring one year after the consummation of such Asset Sale, (y) the date, if any, following the date of consummation of such Asset Sale upon which the Administrative Agent, on behalf of the Required Banks, shall have delivered a written reinvestment termination notice to the Company, provided that such notice may only be given while an Event of Default exists, and (z) the date the Company or any of its Subsidiaries shall be required to make an offer to purchase Senior Notes or any other Indebtedness of the Company or its Restricted Subsidiaries (other than Indebtedness specifically relating to the assets sold in such Asset Sale) with the proceeds received in connection with such Asset Sale, and (ii) on any date after the earliest of the dates referred to in clause (i) above of receipt by the Company or any of its Restricted Subsidiaries of additional Net Cash Proceeds from such Asset Sale, in each case, (x) if prior to the Conversion Date, the The Total Revolving Loan Commitment shall be reduced and on any date on which the Borrower or Reynxxxx Xxxacco issues or incurs Specified Debt if after giving effect to such issuance the sum of (yi) if the Conversion Date has occurred, Total Commitment plus (ii) the aggregate outstanding principal amount of Term Loans shall Specified Debt exceeds $3 billion, such reduction to be repaid, in each such case, in an aggregate amount equal to the Applicable Percentage excess of the then Remaining Net Cash Proceeds from such Asset Salesum over $3 billion. (c) The Total Commitment shall terminate on the Facility Maturity Date. (d) The Total Swingline Commitment shall terminate on the Final Swingline Maturity Date. (e) Each Swingline Lender's Swingline Commitment shall terminate on such Swingline Lender's Swingline Maturity Date. (f) Each Lender's Commitment (including its Long-Term Commitment, if any) shall terminate on such Lender's Final Maturity Date. (g) Each Lender's Short-Term Commitment, if any, shall terminate on such Lender's First Maturity Date. (h) Each partial reduction of the Total Commitment pursuant to Section 3.03(b) shall apply proportionately to the Commitment of each Lender and each such reduction to the Total Revolving Loan Commitment pursuant to this Section 2.03 shall be applied proportionately to reduce the Revolving Loan Commitment of each BankLender shall reduce the Short-Term Commitment, if any, and the Long-Term Commitment, if any, of such Lender on a pro rata basis (based upon the relative amounts of the Short-Term Commitment and the Long-Term Commitment, if any, of such Lender, in each case as in effect before giving effect to such reduction).

Mandatory Reduction of Commitments, etc. (a) Subject to Sections 3.02 and 3.03(d), the Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank with such a Commitment) shall be permanently reduced on each date set forth below (provided that if any date set forth below is not a Business Day then the permanent reduction shall occur on the first Business Day immediately succeeding such date set forth below) (each a "Scheduled Revolving Loan Commitment Reduction Date"), in the amount set forth below opposite such date (each such reduction, as such reduction may have been reduced pursuant to Sections 3.02 and/or 3.03(d), a "Scheduled Revolving Loan Commitment Reduction"): (b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Term Loan A Commitment (and the Term Loan A Commitment of each Bank with such a Commitment) shall terminate on the Initial Borrowing Date (after giving effect to the making of the Term Loans A on such date). In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Term Loan B Commitment (and the Term Loan B Commitment of each Bank with such a Commitment) shall terminate on the Initial Borrowing Date (after giving effect to the making of the Term Loans B on such date). (c) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the earlier of (i) the date which is the earlier of (x) 30 days after any date on which a Specified Change of Control Event occurs and (y) the date on which any Senior Notes or any other Indebtedness of the Company Borrower or its Restricted Subsidiaries are required to be repurchased, redeemed or prepaid as a result of any such Specified Change of Control Event Event, and (ii) 9:00 a.m. (New York time) on the Conversion Revolving Loan Maturity Date. (bd) With respect to any Asset Sale, (i) on the earliest of (x) the date occurring one year after the consummation of such Asset Sale, (y) the date, if any, following the date of consummation of such Asset Sale upon which the Administrative Agent, on behalf of the Required Banks, shall have delivered a written reinvestment termination notice to the CompanyBorrower, provided that such notice may only be given while an Event of Default exists, and (z) the date the Company Borrower or any of its Subsidiaries shall be required to make an offer to purchase Senior Notes or any other Indebtedness of the Company Borrower or its Restricted Subsidiaries (other than Indebtedness specifically relating to the assets sold in such Asset Sale) with the proceeds received in connection with such Asset Sale, and (ii) on any date after the earliest of the dates referred to in clause (i) above of receipt by the Company Borrower or any of its Restricted Subsidiaries of additional Net Cash Proceeds from such Asset Sale, in each case, (x) if prior to the Conversion Date, the Total Revolving Loan Commitment shall be reduced and (y) if the Conversion Date has occurred, the aggregate principal amount of the Term Loans A and the Term Loans B shall be repaid, in each such case, repaid in an aggregate amount equal to the Applicable Percentage 100% of the then Remaining Net Cash Proceeds from such Asset Sale. Sale (c) with the Term Loan A Facility Percentage of such Remaining Net Cash Proceeds to be applied as a repayment of the aggregate principal amount of Term Loans A and Term Loan B Facility Percentage to be applied as a repayment of the aggregate principal amount of Term Loans B, and with all such Remaining Net Cash Proceeds to be applied as a reduction of the Total Revolving Loan Commitment after all of the Term Loans A and Term Loans B have been paid in full). Each reduction to the Total Revolving Loan Commitment pursuant to this Section 2.03 3.03(d) shall reduce each of the remaining Scheduled Revolving Loan Commitment Reductions on a PRO RATA basis (based upon the then remaining amount of each such Scheduled Revolving Loan Commitment Reduction). (e) Each reduction to the Total Term Loan A Commitment, the Total Term Loan B Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 shall be applied proportionately to reduce the Term Loan A Commitment, the Term Loan B Commitment or the Revolving Loan Commitment Commitment, as the case may be, of each BankBank with such a Commitment.

Mandatory Reduction of Commitments, etc. (a) The Total Revolving Loan Commitment and the Total Swingline Commitment (and the Revolving Loan Commitment and Swingline Commitment, if any, of each BankLender) shall terminate in its entirety be terminated on the earlier of Commitment Termination Date unless the Closing Date has occurred on or before such date. (ib) On the date which is the earlier of (x) 30 days after any date on which a Specified Change of Control Event occurs and (y) the date on which any Senior Notes or any other Indebtedness of the Company Borrower in excess of $75,000,000 individually or its Restricted Subsidiaries are $150,000,000 in the aggregate is required to be repurchased, redeemed or prepaid repurchased as a result of any such Specified Change of Control Event and (ii) 9:00 a.m. (New York time) on the Conversion Date. (b) With respect to any Asset Sale, (i) on the earliest of (x) the date occurring one year after the consummation of such Asset Sale, (y) the date, if any, following the date of consummation of such Asset Sale upon which the Administrative Agent, on behalf of the Required Banks, shall have delivered a written reinvestment termination notice to the Company, provided that such notice may only be given while an Event of Default exists, and (z) the date the Company or any of its Subsidiaries shall be required to make an offer to purchase Senior Notes or any other Indebtedness of the Company or its Restricted Subsidiaries (other than Indebtedness specifically relating to the assets sold in such Asset Sale) with the proceeds received in connection with such Asset Sale, and (ii) on any date after the earliest of the dates referred to in clause (i) above of receipt by the Company or any of its Restricted Subsidiaries of additional Net Cash Proceeds from such Asset Sale, in each case, (x) if prior to the Conversion DateControl, the Total Revolving Loan Commitment and Total Swingline Commitment shall be reduced and (y) if the Conversion Date has occurred, the aggregate principal amount of Term Loans shall be repaid, in each such case, in an aggregate amount equal to the Applicable Percentage of the then Remaining Net Cash Proceeds from such Asset Salezero. (c) Each The Total Commitment shall be reduced on any date on which the Borrower issues or incurs Specified Debt if after giving effect to such issuance the sum of (i) the Total Commitment plus (ii) the aggregate outstanding principal amount of Specified Debt exceeds $3 billion, such reduction to be in amount equal to the excess of such sum over $3 billion. (d) The Total Commitment shall terminate on the Facility Maturity Date. (e) The Total Swingline Commitment shall terminate on the Swingline Maturity Date. (f) Each Lender's Commitment and Swingline Commitment, if any, shall terminate on such Lender's Maturity Date. (g) Each partial reduction of the Total Revolving Loan Commitment pursuant to this Section 2.03 3.03(c) shall be applied apply proportionately to reduce the Revolving Loan Commitment of each BankLender.

Mandatory Reduction of Commitments, etc. (a) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the earlier of (i) On the date which is the earlier of (x) 30 days after any date on which a Specified Change of Control Event occurs and (y) the date on which any Senior Notes or any other Indebtedness of the Company Borrower in excess of $75,000,000 individually or its Restricted Subsidiaries are $150,000,000 in the aggregate is required to be repurchased, redeemed or prepaid repurchased as a result of any such Specified Change of Control Event Control, each of (i) the Total Commitment (and the Commitment of each Lender and the Short-Term Commitment and Long-Term Commitment of each Lender with such a commitment) and (ii) 9:00 a.m. the Total Swingline Commitment (New York timeand the Swingline Commitment of each Swingline Lender) on the Conversion Dateshall be reduced to zero. (b) With respect to any Asset Sale, (i) on the earliest of (x) the date occurring one year after the consummation of such Asset Sale, (y) the date, if any, following the date of consummation of such Asset Sale upon which the Administrative Agent, on behalf of the Required Banks, shall have delivered a written reinvestment termination notice to the Company, provided that such notice may only be given while an Event of Default exists, and (z) the date the Company or any of its Subsidiaries shall be required to make an offer to purchase Senior Notes or any other Indebtedness of the Company or its Restricted Subsidiaries (other than Indebtedness specifically relating to the assets sold in such Asset Sale) with the proceeds received in connection with such Asset Sale, and (ii) on any date after the earliest of the dates referred to in clause (i) above of receipt by the Company or any of its Restricted Subsidiaries of additional Net Cash Proceeds from such Asset Sale, in each case, (x) if prior to the Conversion Date, the The Total Revolving Loan Commitment shall be reduced and on any date on which the Borrower or Xxxxxxxx Tobacco issues or incurs Specified Debt if after giving effect to such issuance the sum of (yi) if the Conversion Date has occurred, Total Commitment plus (ii) the aggregate outstanding principal amount of Term Loans shall Specified Debt exceeds $3 billion, such reduction to be repaid, in each such case, in an aggregate amount equal to the Applicable Percentage excess of the then Remaining Net Cash Proceeds from such Asset Salesum over $3 billion. (c) The Total Commitment shall terminate on the Facility Maturity Date. (d) Each reduction Swingline Lender's Swingline Commitment shall terminate on such Swingline Lender's Swingline Maturity Date. (e) Each Lender's Short-Term Commitment, if any, shall terminate on such Lender's First Maturity Date. (f) The Commitment of each Lender (and the Long-Term Commitment of each Lender with such a commitment) shall terminate on such Lender's Final Maturity Date. (g) The Commitment of each Lender with a Short-Term Commitment (before giving effect to the termination thereof pursuant to preceding clause (e)) shall be reduced on such Lender's First Maturity Date by an amount equal to its Short-Term Commitment on such date (immediately prior to giving effect to the termination thereof pursuant to preceding clause (e)). (h) Each partial reduction of the Total Revolving Loan Commitment pursuant to this Section 2.03 3.03(b) shall be applied apply proportionately to reduce the Revolving Loan Commitment of each BankLender and each such reduction to the Commitment of each Lender (other than a Non-Extending Lender) shall reduce the Short-Term Commitment, if any, and the Long-Term Commitment, if any, of such Lender, with such reduction to be applied prior to the First Maturity Date of such Lender on a pro rata basis among the Short-Term Commitment and Long-Term Commitment of such Lender (based upon the relative amounts of the Short-Term Commitment and the Long-Term Commitment, if any, of such Lender, in each case as in effect before giving effect to such reduction).