SPECIFY THE PREPAYMENT DATE AND THE PRINCIPAL
AMOUNT OF EACH BORROWING OR PORTION THEREOF TO BE PREPAID; PROVIDED THAT, IF A
NOTICE OF PREPAYMENT IS GIVEN IN CONNECTION WITH A CONDITIONAL NOTICE OF
TERMINATION OF THE COMMITMENTS AS CONTEMPLATED BY SECTION 2.08, THEN SUCH NOTICE
OF PREPAYMENT MAY BE REVOKED IF SUCH NOTICE OF TERMINATION IS REVOKED IN
ACCORDANCE WITH SECTION 2.08.
PROMPTLY FOLLOWING RECEIPT OF ANY SUCH NOTICE
RELATING TO A REVOLVING BORROWING, THE ADMINISTRATIVE AGENT SHALL ADVISE THE
LENDERS OF THE CONTENTS THEREOF.
EACH PARTIAL PREPAYMENT OF ANY REVOLVING
BORROWING SHALL BE IN AN AMOUNT THAT WOULD BE PERMITTED IN THE CASE OF AN
ADVANCE OF A REVOLVING BORROWING OF THE SAME TYPE AS PROVIDED IN SECTION 2.02.
EACH PREPAYMENT UNDER THIS SECTION 2.10 SHALL BE APPLIED RATABLY TO THE LOANS
INCLUDED IN THE PREPAID BORROWING.
PREPAYMENTS SHALL BE ACCOMPANIED BY ACCRUED
INTEREST TO THE EXTENT REQUIRED BY SECTION 2.12.
SECTION 2.11.
FEES.
(A) SUBJECT TO SECTION 2.23, THE COMPANY AGREES TO PAY
TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER A COMMITMENT FEE IN
DOLLARS, WHICH SHALL ACCRUE AT THE APPLICABLE RATE ON THE DAILY UNUSED AMOUNT OF
THE COMMITMENT OF SUCH LENDER (OTHER THAN A DEFAULTING LENDER AND DISREGARDING,
SOLELY FOR PURPOSES OF COMPUTATION OF SUCH FEE, OUTSTANDING SWINGLINE LOANS)
DURING THE PERIOD FROM AND INCLUDING THE EFFECTIVE DATE TO BUT EXCLUDING THE
DATE ON WHICH SUCH COMMITMENT TERMINATES.
ACCRUED COMMITMENT FEES SHALL BE
PAYABLE IN ARREARS ON THE LAST DAY OF MARCH, JUNE, SEPTEMBER AND DECEMBER OF
EACH YEAR AND ON THE DATE ON WHICH THE COMMITMENTS TERMINATE, COMMENCING ON THE
FIRST SUCH DATE TO OCCUR AFTER THE DATE HEREOF.
ALL COMMITMENT FEES SHALL BE
COMPUTED ON THE BASIS OF A YEAR OF 360 DAYS AND SHALL BE PAYABLE FOR THE ACTUAL
NUMBER OF DAYS ELAPSED (INCLUDING THE FIRST DAY BUT EXCLUDING THE LAST DAY).
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(B)
SUBJECT TO SECTION 2.23, THE BORROWER AGREES TO PAY (I) TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER A PARTICIPATION FEE WITH
RESPECT TO ITS PARTICIPATION IN EACH LETTER OF CREDIT IN THE CURRENCY OF SUCH
LETTER OF CREDIT, WHICH SHALL ACCRUE DURING EACH CALENDAR QUARTER (OR SHORTER
PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING ON THE LAST DAY OF THE
CALENDAR QUARTER IN WHICH THE EFFECTIVE DATE OCCURS) AT A RATE PER ANNUM EQUAL
TO THE EURO-CURRENCY MARGIN (DETERMINED FOR THIS PURPOSE ON THE FIRST DOMESTIC
BUSINESS DAY OF SUCH CALENDAR QUARTER OR SHORTER PERIOD) (OR, IN THE CASE OF
PERFORMANCE STANDBY LETTERS OF CREDIT, WITH RESPECT TO NONFINANCIAL CONTRACTUAL
OBLIGATIONS ONLY, AT A RATE PER ANNUM EQUAL TO 75% OF THE APPLICABLE MARGIN) ON
SUCH LENDER'S DAILY LC EXPOSURE (EXCLUDING ANY PORTION THEREOF ATTRIBUTABLE TO
UNREIMBURSED LC DISBURSEMENTS) DURING THE PERIOD FROM AND INCLUDING THE
EFFECTIVE DATE TO BUT EXCLUDING THE LATER OF THE DATE ON WHICH SUCH LENDER'S
COMMITMENT TERMINATES AND THE DATE ON WHICH SUCH LENDER CEASES TO HAVE ANY LC
EXPOSURE AND (II) TO EACH ISSUING BANK