TO THE PROVISIONS OF THIS
SECTION 2.6 SHALL BE APPLIED RATABLY AMONG THE LENDERS HOLDING THE LOANS BEING
PREPAID, IN PROPORTION TO THE PRINCIPAL AMOUNT HELD BY EACH.
EACH PAYMENT OR
PREPAYMENT OF A LIBOR LOAN MADE PURSUANT TO THE PROVISIONS OF THIS SECTION ON A
DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO SHALL BE
MADE TOGETHER WITH ALL AMOUNTS REQUIRED UNDER SECTION 2.18 TO BE PAID AS A
CONSEQUENCE THEREOF.
(I)
IF ANY BORROWER IS REQUIRED TO MAKE A
MANDATORY PREPAYMENT OF LIBOR LOANS UNDER THIS SECTION 2.6, SUCH BORROWER SHALL
HAVE THE RIGHT, IN LIEU OF MAKING SUCH PREPAYMENT IN FULL, TO DEPOSIT AN AMOUNT
EQUAL TO SUCH MANDATORY PREPAYMENT WITH THE ADMINISTRATIVE AGENT IN A CASH
COLLATERAL ACCOUNT MAINTAINED (PURSUANT TO DOCUMENTATION REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT) BY AND IN THE SOLE DOMINION AND CONTROL OF THE
ADMINISTRATIVE AGENT.
ANY AMOUNTS SO DEPOSITED SHALL BE HELD BY THE
ADMINISTRATIVE AGENT AS COLLATERAL FOR THE PREPAYMENT OF SUCH LIBOR LOANS AND
SHALL BE APPLIED TO THE PREPAYMENT OF THE APPLICABLE LIBOR LOANS AT THE END OF
THE CURRENT INTEREST PERIODS APPLICABLE THERETO.
AT THE REQUEST OF SUCH
BORROWER, AMOUNTS SO DEPOSITED SHALL BE INVESTED BY THE ADMINISTRATIVE AGENT IN
CASH EQUIVALENTS MATURING PRIOR TO THE DATE OR DATES ON WHICH IT IS ANTICIPATED
THAT SUCH AMOUNTS WILL BE APPLIED TO PREPAY SUCH LIBOR LOANS; ANY INTEREST
EARNED ON SUCH CASH EQUIVALENTS WILL BE FOR THE ACCOUNT OF SUCH BORROWER AND
SUCH BORROWER WILL DEPOSIT WITH THE ADMINISTRATIVE AGENT THE AMOUNT OF ANY LOSS
ON ANY SUCH CASH EQUIVALENTS TO THE EXTENT NECESSARY IN ORDER THAT THE AMOUNT OF
THE PREPAYMENT TO BE MADE WITH THE DEPOSITED AMOUNTS MAY NOT BE REDUCED.
(J)
IN THE EVENT THE ADMINISTRATIVE AGENT
RECEIVES A NOTICE OF PREPAYMENT WITH RESPECT TO SECTIONS 2.6(D) THROUGH 2.6(G),
THE ADMINISTRATIVE AGENT WILL GIVE PROMPT NOTICE THEREOF TO THE LENDERS;
PROVIDED THAT IF SUCH NOTICE HAS ALSO BEEN FURNISHED TO THE LENDERS, THE
ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION TO NOTIFY THE LENDERS WITH RESPECT
THERETO.
2.7
VOLUNTARY PREPAYMENTS.
(A)
AT ANY TIME AND FROM TIME TO TIME, EACH
BORROWER SHALL HAVE THE RIGHT TO PREPAY THE LOANS, IN WHOLE OR IN PART, WITHOUT
PREMIUM OR PENALTY (EXCEPT AS PROVIDED IN CLAUSE (III) BELOW), UPON WRITTEN
NOTICE GIVEN TO THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M., CHARLOTTE
TIME, THE APPLICABLE NUMBER OF BUSINESS DAYS PRIOR TO EACH INTENDED PREPAYMENT
OF LIBOR LOANS AND ONE (1) BUSINESS DAY PRIOR TO EACH INTENDED PREPAYMENT OF
BASE RATE LOANS (OTHER THAN SWINGLINE LOANS, WHICH MAY BE PREPAID ON A SAME-DAY
BASIS), PROVIDED THAT (I) EACH PARTIAL PREPAYMENT OF LIBOR LOANS SHALL BE IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $1,000,000 OR, IF GREATER, AN
INTEGRAL MULTIPLE OF $500,000 IN EXCESS THEREOF, AND EACH PARTIAL PREPAYMENT OF
BASE RATE LOANS SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN
$500,000 OR, IF GREATER, AN INTEGRAL MULTIPLE OF $100,000 IN EXCESS