PRECEDING
PROVISO SUCH EUROCURRENCY LOANS SHALL BE AUTOMATICALLY CONVERTED TO ABR LOANS ON
THE LAST DAY OF SUCH THEN EXPIRING INTEREST PERIOD.
UPON RECEIPT OF
65
ANY SUCH NOTICE OF CONTINUATION PURSUANT TO THIS SUBSECTION 3.2(B), THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH AFFECTED LENDER THEREOF.
3.3
MINIMUM AMOUNTS OF SETS.
ALL BORROWINGS,
CONVERSIONS AND CONTINUATIONS OF LOANS HEREUNDER AND ALL SELECTIONS OF INTEREST
PERIODS HEREUNDER SHALL BE IN SUCH AMOUNTS AND BE MADE PURSUANT TO SUCH
ELECTIONS SO THAT, AFTER GIVING EFFECT THERETO, THE AGGREGATE PRINCIPAL AMOUNT
OF THE EUROCURRENCY LOANS COMPRISING EACH SET SHALL BE EQUAL TO $5.0 MILLION OR
A WHOLE MULTIPLE OF $1.0 MILLION IN EXCESS THEREOF, AND SO THAT THERE SHALL NOT
BE MORE THAN 15 SETS AT ANY ONE TIME OUTSTANDING.
3.4
OPTIONAL AND MANDATORY PREPAYMENTS.
(A)
THE BORROWER MAY AT ANY TIME AND FROM TIME
TO TIME PREPAY THE TERM LOANS MADE TO IT IN WHOLE OR IN PART, SUBJECT TO
SUBSECTION 3.12, WITHOUT PREMIUM OR PENALTY, UPON AT LEAST THREE BUSINESS DAYS'
IRREVOCABLE NOTICE BY THE BORROWER TO THE ADMINISTRATIVE AGENT (IN THE CASE OF
EUROCURRENCY LOANS), AND AT LEAST ONE BUSINESS DAY'S IRREVOCABLE NOTICE BY THE
BORROWER TO THE ADMINISTRATIVE AGENT (IN THE CASE OF ABR LOANS).
SUCH NOTICE
SHALL SPECIFY THE DATE AND AMOUNT OF PREPAYMENT AND WHETHER THE PREPAYMENT IS OF
EUROCURRENCY LOANS, ABR LOANS OR A COMBINATION THEREOF, AND, IF A COMBINATION
THEREOF, THE PRINCIPAL AMOUNT ALLOCABLE TO EACH.
UPON THE RECEIPT OF ANY SUCH
NOTICE THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH AFFECTED LENDER
THEREOF.
IF ANY SUCH NOTICE IS GIVEN, THE AMOUNT SPECIFIED IN SUCH NOTICE SHALL
BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN, TOGETHER WITH (IF A
EUROCURRENCY LOAN IS PREPAID OTHER THAN AT THE END OF THE INTEREST PERIOD
APPLICABLE THERETO) ANY AMOUNTS PAYABLE PURSUANT TO SUBSECTION 3.12 AND ACCRUED
INTEREST TO SUCH DATE ON THE AMOUNT PREPAID.
PARTIAL PREPAYMENTS OF TERM LOANS
PURSUANT TO THIS SUBSECTION 3.4(A) SHALL BE APPLIED TO THE RESPECTIVE
INSTALLMENTS OF PRINCIPAL OF SUCH TERM LOANS IN SUCH ORDER AS THE BORROWER MAY
DIRECT.
PARTIAL PREPAYMENTS PURSUANT TO THIS SUBSECTION 3.4(A) SHALL BE IN
MULTIPLES OF $1.0 MILLION; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, THE
TERM LOANS MAY BE PREPAID IN THEIR ENTIRETY.
(B)
IF ON OR AFTER THE CLOSING DATE THE BORROWER
OR ANY RESTRICTED SUBSIDIARY SHALL INCUR INDEBTEDNESS FOR BORROWED MONEY (OTHER
THAN INDEBTEDNESS PERMITTED PURSUANT TO SUBSECTION 7.1), THEN, IN EACH CASE, THE
BORROWER SHALL PREPAY, IN ACCORDANCE WITH SUBSECTIONS 3.4(E) AND (F), THE TERM
LOANS IN AN AMOUNT EQUAL TO (I) 100% OF THE NET CASH PROCEEDS THEREOF MINUS (II)
THE PORTION OF SUCH NET CASH PROCEEDS APPLIED (TO THE EXTENT THE BORROWER OR ANY
RESTRICTED SUBSIDIARY IS REQUIRED BY THE TERMS THEREOF) TO PREPAY, REPAY OR
PURCHASE OTHER ADDITIONAL INDEBTEDNESS ON A PRO RATA BASIS WITH THE TERM LOANS,
IN EACH CASE WITH SUCH PREPAYMENT TO BE MADE ON OR BEFORE THE BUSINESS DAY
FOLLOWING THE DATE OF RECEIPT OF ANY SUCH