WITH RESPECT THERETO BY THE
RELEVANT BORROWER GIVING IRREVOCABLE NOTICE TO THE ADMINISTRATIVE AGENT, NOT
LESS THAN THREE BUSINESS DAYS PRIOR TO THE LAST DAY OF THE THEN CURRENT INTEREST
PERIOD WITH RESPECT THERETO, OF THE LENGTH OF THE NEXT INTEREST PERIOD TO BE
APPLICABLE TO SUCH REVOLVING CREDIT LOANS; PROVIDED, THAT NO EUROCURRENCY
REVOLVING CREDIT LOAN MAY BE CONTINUED AS SUCH WHEN ANY EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AND THE ADMINISTRATIVE AGENT HAS OR THE REQUIRED
LENDERS HAVE DETERMINED IN ITS OR THEIR SOLE DISCRETION NOT TO PERMIT SUCH A
CONTINUATION; AND PROVIDED, FURTHER, THAT IF THE RELEVANT BORROWER SHALL FAIL TO
GIVE ANY REQUIRED NOTICE AS DESCRIBED ABOVE IN THIS PARAGRAPH OR IF SUCH
CONTINUATION IS NOT PERMITTED PURSUANT TO THE PRECEDING PROVISO SUCH
EUROCURRENCY REVOLVING CREDIT LOANS SHALL BE AUTOMATICALLY CONVERTED TO ABR
REVOLVING CREDIT LOANS ON THE LAST DAY OF SUCH THEN EXPIRING INTEREST PERIOD (IN
THE CASE OF MULTI-CURRENCY REVOLVING LOANS, SUCH LOANS SHALL BE CONVERTED TO
DOLLARS AT THE FOREIGN EXCHANGE RATE ON SUCH DATE BEFORE BEING CONVERTED TO ABR
REVOLVING CREDIT LOANS).
UPON RECEIPT OF ANY NOTICE FROM A BORROWER PURSUANT TO
THIS SECTION 2.8(B), THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER
THEREOF.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE APPLICABLE BORROWER
UPON THE DETERMINATION IN ACCORDANCE WITH THIS SECTION 2.8(B), BY IT OR THE
REQUIRED LENDERS, NOT TO PERMIT SUCH A CONTINUATION.
SECTION 2.9.
Fees.
(a)
CBS
agrees to pay to the Administrative Agent for the account of each Lender a
Commitment Fee for the period from and including the Effective Date to the
Revolving Credit Maturity Date (or such earlier date on which the Commitments
shall terminate in accordance herewith), computed at a per annum rate equal to
the Applicable Commitment Fee Rate on such Lender's average daily unused
Commitment.
All Commitment Fees shall be computed on the basis of the actual
number of days elapsed in a year of 360 days and shall be payable quarterly in
arrears on the last day of each March, June, September and December (commencing
on the first of such dates to occur after the Effective Date), on the Revolving
Credit Maturity Date or such earlier date on which the Commitments shall be
terminated.
The unused Commitment of a Lender, for purposes of determining its
Commitment Fee, shall be determined without regard to whether there are any
Swingline Loans or Competitive Loans outstanding, from such Lender or any other
Lender.
(B)
CBS AGREES TO PAY EACH LENDER, THROUGH THE
ADMINISTRATIVE AGENT, ON THE 15TH DAY OF EACH APRIL, JULY, OCTOBER AND
JANUARY AND ON THE REVOLVING CREDIT MATURITY DATE OR THE DATE ON WHICH THE
COMMITMENT OF SUCH LENDER SHALL BE TERMINATED AS PROVIDED HEREIN AND ALL LETTERS
OF CREDIT ISSUED HEREUNDER SHALL HAVE EXPIRED, A LETTER OF CREDIT FEE (AN "LC
FEE") COMPUTED AT A PER ANNUM RATE EQUAL TO THE APPLICABLE LC FEE RATE ON SUCH
LENDER'S REVOLVING CREDIT PERCENTAGE OF THE AVERAGE DAILY UNDRAWN AMOUNT OF THE
FINANCIAL