THE LESSER OF THE TOTAL COMMITMENTS AND THE BORROWING
BASE.
(D) THE BORROWER SHALL NOTIFY THE AGENT OF ANY ELECTION TO TERMINATE OR REDUCE
THE COMMITMENTS UNDER PARAGRAPH (B) OR (C) OF THIS SECTION AT LEAST THREE (3)
BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION OR REDUCTION,
SPECIFYING SUCH ELECTION AND THE EFFECTIVE DATE THEREOF.
PROMPTLY FOLLOWING
RECEIPT OF ANY NOTICE, THE AGENT SHALL ADVISE THE LENDERS OF THE CONTENTS
THEREOF.
EACH NOTICE DELIVERED BY THE BORROWER PURSUANT TO THIS SECTION SHALL
BE IRREVOCABLE; PROVIDED THAT A NOTICE OF TERMINATION OF THE COMMITMENTS
DELIVERED BY THE BORROWER MAY STATE THAT SUCH NOTICE IS CONDITIONED UPON THE
EFFECTIVENESS OF OTHER CREDIT FACILITIES, IN WHICH CASE SUCH NOTICE MAY BE
REVOKED BY THE BORROWER (BY NOTICE TO THE AGENT ON OR PRIOR TO THE SPECIFIED
EFFECTIVE DATE) IF SUCH CONDITION IS NOT SATISFIED.
ANY TERMINATION OR
REDUCTION OF THE COMMITMENTS PURSUANT TO THIS SECTION 2.09 SHALL BE PERMANENT.
EACH REDUCTION OF THE COMMITMENTS SHALL BE MADE RATABLY AMONG THE LENDERS IN
ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS.
SECTION 2.10. REPAYMENT OF LOANS; EVIDENCE OF DEBT.
(A)
THE BORROWER HEREBY
UNCONDITIONALLY PROMISES TO PAY (I) TO THE AGENT FOR THE ACCOUNT OF EACH LENDER
THE THEN UNPAID PRINCIPAL AMOUNT OF EACH REVOLVING LOAN ON THE MATURITY DATE,
(II) TO THE AGENT THE THEN UNPAID AMOUNT OF EACH PROTECTIVE ADVANCE ON THE
EARLIER OF THE MATURITY DATE AND DEMAND BY THE AGENT AND (III) TO THE SWINGLINE
LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF EACH SWINGLINE LOAN ON THE MATURITY
DATE; PROVIDED THAT ON EACH DATE THAT A REVOLVING LOAN IS MADE WHILE ANY
SWINGLINE LOAN OR PROTECTIVE ADVANCE IS OUTSTANDING, THE BORROWER SHALL REPAY
ALL SUCH SWINGLINE LOANS AND PROTECTIVE ADVANCES WITH THE PROCEEDS OF SUCH
REVOLVING LOAN THEN OUTSTANDING.
(B) AT ALL TIMES AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF A LIQUIDITY
EVENT AND NOTIFICATION THEREOF BY THE AGENT TO THE BORROWER (SUBJECT TO THE
PROVISIONS OF SECTION 2.18(B) AND TO THE TERMS OF THE SECURITY AGREEMENT), ON
EACH BUSINESS DAY, AT OR BEFORE 1:00 P.M., NEW YORK CITY TIME, THE AGENT SHALL
APPLY ALL IMMEDIATELY AVAILABLE FUNDS CREDITED TO THE DBTCA ACCOUNT, FIRST TO
PAY ANY FEES OR EXPENSE REIMBURSEMENTS THEN DUE TO THE AGENT, THE ISSUING BANKS
AND THE LENDERS (OTHER THAN IN CONNECTION WITH BANKING SERVICES OR SECURED SWAP
OBLIGATIONS), PRO RATA, SECOND TO PAY INTEREST DUE AND PAYABLE IN RESPECT OF ANY
REVOLVING LOANS (INCLUDING SWINGLINE LOANS) AND ANY PROTECTIVE ADVANCES THAT MAY
BE OUTSTANDING, PRO RATA, THIRD TO PREPAY THE PRINCIPAL OF ANY PROTECTIVE
ADVANCES THAT MAY BE OUTSTANDING, PRO RATA AND FOURTH TO PREPAY THE PRINCIPAL OF
THE REVOLVING LOANS (INCLUDING SWINGLINE LOANS) AND TO CASH COLLATERALIZE
OUTSTANDING LC EXPOSURE, PRO RATA.
(C) EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN ACCOUNT
OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF THE BORROWER TO SUCH LENDER RESULTING
FROM EACH LOAN MADE BY SUCH LENDER, INCLUDING THE AMOUNTS OF PRINCIPAL AND
INTEREST PAYABLE AND