NOTICE PROMPTLY CONFIRMED IN WRITING) OF ITS
INTENT TO PREPAY THE LOANS, WHETHER SUCH LOANS ARE TERM LOANS, REVOLVING LOANS
OR SWING LINE LOANS, THE AMOUNT OF SUCH PREPAYMENT AND THE SPECIFIC BORROWINGS
TO WHICH SUCH PREPAYMENT IS TO BE APPLIED, WHICH NOTICE SHALL BE GIVEN BY THE
BORROWER TO THE ADMINISTRATIVE AGENT BY 12:00 P.M. (NEW YORK CITY TIME) AT LEAST
THREE BUSINESS DAYS PRIOR IN THE CASE OF EUROCURRENCY LOANS AND AT LEAST ONE
BUSINESS DAY PRIOR IN THE CASE OF BASE RATE LOANS TO THE DATE OF SUCH PREPAYMENT
AND WHICH NOTICE SHALL (EXCEPT IN THE CASE OF SWING LINE LOANS) PROMPTLY BE
TRANSMITTED BY THE ADMINISTRATIVE AGENT TO EACH OF THE APPLICABLE LENDERS;
(II) EACH PARTIAL PREPAYMENT OF ANY BORROWING (OTHER THAN A BORROWING OF SWING
LINE LOANS) SHALL BE IN AN AGGREGATE DOLLAR EQUIVALENT PRINCIPAL AMOUNT OF AT
LEAST $5,000,000 AND EACH PARTIAL PREPAYMENT OF A SWING LINE LOAN SHALL BE IN AN
AGGREGATE PRINCIPAL AMOUNT OF AT LEAST $500,000; PROVIDED, THAT ANY PARTIAL
PREPAYMENT OF EUROCURRENCY LOANS MADE PURSUANT TO A SINGLE BORROWING THAT
REDUCES THE AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING LOANS MADE PURSUANT TO
SUCH BORROWING TO AN AMOUNT LESS THAN THE MINIMUM BORROWING AMOUNT APPLICABLE
THERETO SHALL BE SUBJECT TO THE ANTE-PENULTIMATE SENTENCE OF SECTION 4.5(A);
(III) EUROCURRENCY LOANS MAY BE PREPAID PURSUANT TO THIS SECTION 4.3 ON THE LAST
DAY OF AN INTEREST PERIOD APPLICABLE THERETO, OR SUBJECT TO SECTION 3.5 ON ANY
OTHER DAY; (IV) EACH PREPAYMENT IN RESPECT OF ANY BORROWING SHALL BE APPLIED PRO
RATA AMONG THE LOANS COMPRISING SUCH BORROWING; PROVIDED, THAT SUCH PREPAYMENT
SHALL NOT BE APPLIED TO ANY REVOLVING LOANS OF AN IMPAIRED LENDER AT ANY TIME
WHEN THE AGGREGATE AMOUNT OF REVOLVING LOANS OF ANY NON-IMPAIRED LENDER EXCEEDS
SUCH NON-IMPAIRED LENDER'S PRO RATA SHARE OF ALL REVOLVING LOANS THEN
OUTSTANDING; (V) EACH VOLUNTARY PREPAYMENT OF TERM LOANS SHALL BE APPLIED FIRST
TO THE SCHEDULED TERM REPAYMENTS OF THE TERM FACILITY BEING REPAID DUE WITHIN
THE 12 MONTH PERIOD FOLLOWING THE DATE OF SUCH PREPAYMENT IN DIRECT ORDER OF
MATURITY AND, THEREAFTER, SHALL BE APPLIED TO REDUCE THE REMAINING SCHEDULED
TERM REPAYMENTS ON A PRO RATA BASIS (BASED UPON THE THEN REMAINING PRINCIPAL
AMOUNT OF SUCH SCHEDULED TERM REPAYMENTS).
UNLESS OTHERWISE SPECIFIED BY THE
BORROWER, SUCH PREPAYMENT SHALL BE APPLIED FIRST TO THE PAYMENT OF BASE RATE
LOANS AND SECOND TO THE PAYMENT OF SUCH EUROCURRENCY LOANS AS THE BORROWER SHALL
REQUEST (AND IN THE ABSENCE OF SUCH REQUEST, AS THE ADMINISTRATIVE AGENT SHALL
DETERMINE).
THE NOTICE PROVISIONS, THE PROVISIONS WITH RESPECT TO THE MINIMUM
AMOUNT OF ANY PREPAYMENT, AND THE PROVISIONS REQUIRING PREPAYMENTS IN INTEGRAL
MULTIPLES ABOVE SUCH MINIMUM AMOUNT OF THIS SECTION 4.3 ARE FOR THE BENEFIT OF
THE ADMINISTRATIVE AGENT AND MAY BE WAIVED UNILATERALLY BY THE ADMINISTRATIVE
AGENT.
83
B.
IN THE EVENT OF CERTAIN REFUSALS BY A
LENDER TO CONSENT TO CERTAIN PROPOSED CHANGES, WAIVERS, DISCHARGES OR
TERMINATIONS WITH RESPECT TO THIS AGREEMENT WHICH HAVE BEEN APPROVED BY