Common use of Optional Repayments of Loans Clause in Contracts

Optional Repayments of Loans. Each Borrower shall have the right, at its election, to repay the Outstanding amount of the Loans made to it, as a whole or in part, at any time without penalty or premium, provided that any full or partial repayment of the Outstanding amount of any LIBOR Loans pursuant to this Section 3.3 made on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m. on the day of any proposed repayment pursuant to this Section 3.3 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) Business Days’ notice of any proposed repayment pursuant to this Section 3.3 of LIBOR Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. Each such partial repayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal repaid to the date of payment, and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods). Each partial repayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.

Optional Repayments of Loans. Each (a) The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at any time without penalty or premium, provided PROVIDED that any full or partial repayment all prepayments of Eurodollar Rate Loans prior to the Outstanding amount of any LIBOR Loans pursuant to this Section 3.3 made on a date other than the last day end of the Interest Period relating thereto shall be subject obligate the Borrower to customary pay any breakage charges as provided costs associated with such Eurodollar Rate Loans in accordance with Section 4.95.10. The applicable Borrower shall give the Administrative AgentAgent written notice, no later than 10:00 a.m. 12:00 noon, Boston time, (i) on the day Business Day of any proposed repayment pursuant to this Section 3.3 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Competitive Bid Loans, and (ii) three (3) Eurodollar Business Days’ notice Days in advance of any proposed repayment pursuant to this Section 3.3 of LIBOR Eurodollar Rate Loans, in each case, specifying the proposed date of payment of Loans and such Loans, the principal amount to be paidpaid and whether the Loan being unpaid is a Syndicated Loan, Competitive Bid Loan or both. Each such partial repayment prepayment of the Loans shall be in an a minimum amount of $10,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal repaid to the date of payment, payment and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Loans made to such BorrowerBase Rate Loans, second then to the principal of Alternate Base Eurodollar Rate Loans made to such BorrowerLoans, third and then to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)Competitive Bid Loans. Each partial repayment prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s Loans's Syndicated Note and Competitive Bid Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding amount of the Loans made to itLoans, as a whole or in part, at any time without penalty or premium, provided that any full or partial repayment of the Outstanding amount of any LIBOR Loans pursuant to this Section 3.3 made on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m. a.m., New York City time, on the day of any proposed repayment pursuant to this Section 3.3 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loans, and three two (32) Business Days’ notice of any proposed repayment pursuant to this Section 3.3 of LIBOR Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. Each such partial repayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal repaid to the date of payment, and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Loans made to such BorrowerLoans, second to the principal of Alternate Base Rate Loans made to such BorrowerLoans, third to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods). Each partial repayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.

Optional Repayments of Loans. Each Borrower BGI shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, Xxxxxx Luxembourg shall have the right, at its election, to repay the outstanding amount of the Xxxxxx Luxembourg Loans, as a whole or in part, and Xxxxxx Switzerland shall have the right, at its election, to repay the outstanding amount of the Xxxxxx Switzerland Loans, as a whole or in part, in each case at any time without penalty or premium, provided that that, subject to compliance with §5.9, any full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Eurocurrency Rate Loans pursuant to this Section §3.3 may be made on a date day other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9thereto. The applicable Borrower shall give the Administrative Agent, no later than 10:00 11:00 a.m. on the day (Eastern time) (i) at least one (1) Business Day prior written notice of any proposed repayment prepayment pursuant to this Section §3.3 of Federal Funds Base Rate Loans, Alternate Base Rate Loans or Swing Loans, and (ii) at least three (3) Eurocurrency Business Days’ Days notice of any proposed repayment prepayment pursuant to this Section §3.3 of LIBOR LoansEurocurrency Rate Loans denominated in Dollars, and (iii) at least four (4) Eurocurrency Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) written notice of any proposed prepayment pursuant to this §3.3 of Eurocurrency Rate Loans denominated in Alternative Currencies, in each case, case specifying the proposed date of payment prepayment of Loans and the principal amount to be paidprepaid. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof1,000,000, shall be accompanied by the payment of accrued interest on the principal repaid prepaid to the date of payment, prepayment and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Base Rate Loans made to such Borrower, second and then to the principal of Alternate Base Eurocurrency Rate Loans made Loans. Subject to §5.14, each such Borrower, third prepayment shall be applied to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of Lenders in accordance with their respective Interest Periods). Each partial repayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10Commitment Percentages.

Optional Repayments of Loans. Each (a) The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at on any time Business Day, without penalty or premium, ; provided that any the full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Loans made pursuant to this Section §3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges thereto, except as provided set forth below in Section 4.9this §3.3. The applicable Borrower shall give the Administrative Agent, Agent no later than 10:00 a.m. on the day of any proposed repayment pursuant to this Section 3.3 of Federal Funds Rate Loansa.m., Alternate Base Rate Loans or Swing LoansCleveland time, and three at least two (32) Business Days’ prior written notice of any prepayment pursuant to this §3.3 of any Prime Rate Loans and four (4) LIBOR Business Days, notice of any proposed repayment pursuant to this Section §3.3 of any LIBOR Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall promptly notify each Lender of the principal amount of such payment to be received by such Lender. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereofand, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment, and . The principal payments so received shall be applied, in the absence of instruction by the applicable Borrower, applied first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Prime Rate Loans and fourth then to the principal of LIBOR Loans made Loans. Notwithstanding anything contained herein to such the contrary, the Borrower may make a full or partial prepayment of a LIBOR Loan on a date other than the last day of the Interest Period relating thereto, if all optional prepayments (in inverse order of the last days of their respective Interest Periods). Each partial repayment whole or in part) on such Loans shall be allocated among accompanied by, and the BanksBorrower hereby promises to pay, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10Breakage Costs.

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at on any time Business Day, without penalty or premium, ; provided that any the full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Rate Loans made pursuant to this Section §3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges thereto, except as provided set forth below in Section 4.9this §3.3. The applicable Borrower shall give the Administrative Agent, Agent no later than 10:00 a.m. on the day a.m., Boston time, at least one (1) Business Day’s prior written notice of any proposed repayment prepayment pursuant to this Section §3.3 of Federal Funds Rate Loans, Alternate any Base Rate Loans or Swing Loans, and three (3) Eurodollar Business Days’ notice of any proposed repayment pursuant to this Section §3.3 of any LIBOR Rate Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall promptly notify each Lender of the principal amount of such payment to be received by such Lender. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 (or, if the aggregate outstanding principal amount of Loans is less than $1,000,000, the full amount thereof) provided that if partial prepayment is received in excess thereofconnection with payment received from an underlying obligor or other party to a Structured Finance Collateral Asset, the amount so received may be prepaid and, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment. Unless otherwise requested by the Borrower, and the principal payments so received shall be applied, in the absence of instruction by the applicable Borrower, applied first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth then to the principal of LIBOR Loans made Rate Loans. Notwithstanding anything contained herein to the contrary, the Borrower may make a full or partial prepayment of a LIBOR Rate Loan on a date other than the last day of the Interest Period relating thereto, if all such Borrower optional prepayments (in inverse order of the last days of their respective Interest Periods). Each partial repayment whole or in part) on such Loans shall be allocated among accompanied by, and the BanksBorrower hereby promises to pay, a prepayment fee in proportion, as nearly as practicable, to an amount determined by the respective unpaid principal amount of each Bank’s Loans, with adjustments to Agent in the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.following manner:

Optional Repayments of Loans. Each Borrower shall have the right, at its election, to repay the Outstanding amount of the Loans made to it, as a whole or in part, at any time without penalty or premium, provided that any full or partial repayment of the Outstanding amount of any LIBOR Term SOFR Loans pursuant to this Section 3.3 made on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m. on the day of any proposed repayment pursuant to this Section 3.3 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) Business Days’ notice of any proposed repayment pursuant to this Section 3.3 of LIBOR Term SOFR Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. Each such partial repayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal repaid to the date of payment, and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Term SOFR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods). Each partial repayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.. 1.2 34 AMERICAS/2023306744.4

Optional Repayments of Loans. Each The Borrower shall have the right, at ---------------------------- its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at any time without penalty or premium, provided that any full or partial repayment of the Outstanding outstanding amount of any LIBOR Eurodollar Rate Loans pursuant to this Section 3.3 made on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m. on the day (Dallas time) at least one (1) Business Day's prior written notice, of any proposed repayment pursuant to this Section 3.3 of Federal Funds Rate Loans, Alternate Alternative Base Rate Loans or Swing Loans, and three (3) Eurodollar Business Days’ ' notice of any proposed repayment pursuant to this Section 3.3 of LIBOR Eurodollar Rate Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. Each such partial repayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal repaid to the date of payment, and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Alternative Base Rate Loans made to such Borrower, second and then to the principal of Alternate Base Eurodollar Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods). Each partial repayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s 's Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.82.6, subject to the conditions of Section 109.

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a in whole or in part, at any time without penalty or premium, provided that any full or partial repayment prepayment of the Outstanding outstanding amount of (i) any LIBOR Rate Loans may be made only on a Payment Date unless accompanied by (x) all amounts owing pursuant to this Section 3.3 5.8 hereof and (ii) any full or partial prepayment made on before the Payment Date in August 2022 shall be accompanied by a date other than the last day fee in an amount equal to one percent (1%) of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9principal balance being prepaid. The applicable Borrower shall give the Administrative AgentAgent and each Interest Rate Hedge Provider, no later than 10:00 11:00 a.m. on the day (New York time) at least one (1) Business Day’s prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 3.2 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) LIBOR Business Days’ notice of any proposed repayment prepayment pursuant to this Section 3.3 3.2 of LIBOR Rate Loans, in each case, case specifying the proposed date of payment prepayment of Loans and the principal amount to be paidprepaid. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal repaid to the date of payment500,000, and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal balance of Swing all unpaid Base Rate Loans made to such Borrower, second and then to the principal balance of Alternate Base all unpaid LIBOR Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)Loans. Each partial repayment prepayment shall be allocated among the BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each BankLender’s aggregate unpaid Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid In connection with any prepayment under this Section 3.3 may be reborrowed prior 3.2, the Borrower will, simultaneously with such prepayment, pay to the Maturity Date each Interest Rate Hedge Provider all amounts, including any termination payments, then owing under their respective Interest Rate Hedge Agreements as provided in Section 2.8, subject to the conditions a consequence of Section 10such prepayment.

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in iN part, at on any time Business Day, without penalty or premium, ; provided that the Borrower shall not have the right to prepay any Competitive Bid Loan with out the prior written consent of the Lender thereof and the full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Eurocurrency Rate Loans made pursuant to this Section 3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges thereto, except as provided set forth below in this Section 4.93.3. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m. on the day AgENT prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 no later than 10:00 a.m., on (i) the same Business Day as prepayment of Federal Funds any Prime Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3ii) the day that is two (2) Business Days’ notice of Days prior to any proposed repayment pursuant to this Section 3.3 of any LIBOR Rate Loans, in each caseor (iii) the day that is four (4) Business Days prior to any proposed repayment of any Alternative Currency Loans, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall promptly notify each Lender of the principal amount of such payment to be received by such Lender. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereofand, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment, and . The principal payments so received shall be applied, in the absence of instruction by the applicable Borrower, applied first to the principal of Swing Loans made to such BorrowerSwingline Loans, second next to the principal of Alternate Base Prime Rate Loans made to such Borrower, third other than Swingline Loans and then to the principal of Federal Funds Eurocurrency Rate Loans and fourth Loans. Notwithstanding anything contained herein to the principal contrary, the Borrower may make a full or partial prepayment of LIBOR Loans made to such Borrower a Eurocurrency Rate Loan on a date other than the last day of the Interest Period relating thereto, if all optional prepayments (in inverse order of the last days of their respective Interest Periods). Each partial repayment whole or in part) on such Loans shall be allocated among accompanied by, and the BanksBorrower hereby promises to pay, a prepayment fee in proportion, as nearly as practicable, to an amount determined by the respective unpaid principal amount of each Bank’s Loans, with adjustments to Agent in the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.following manner:

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at any time without penalty or premium, provided that any full or partial repayment of the Outstanding outstanding amount of any LIBOR Eurocurrency Rate Loans pursuant to this Section 3.3 §2.7 may be made only on the last day of the Interest Period relating thereto unless the Borrower pays each Lender, in accordance with §3.10 hereof, the costs and expenses incurred by such Lender as a result of the repayment of such Eurocurrency Rate Loan on a date day other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9thereto. The applicable Borrower shall give the Administrative Agent, prior written notice no later than 10:00 a.m. 1:00 p.m., (New York time), on the day date of any proposed repayment pursuant to this Section 3.3 §2.7 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loansand no later than 1:00 p.m., and (New York time), three (3) Business Days’ notice of prior to any proposed repayment pursuant to this Section 3.3 §2.7 of LIBOR Eurocurrency Rate Loans, in each case, case specifying the proposed date of payment repayment of such Loans and the principal amount to be paidprepaid. Each such partial repayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal repaid to the date of payment, 5,000,000 and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Base Rate Loans made to such Borrower, second and then to the principal of Alternate Base Eurocurrency Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)Loans. Each partial repayment of Loans shall be allocated ratably among the Banks, Lenders in proportion, as nearly as practicable, proportion to the respective unpaid principal amount of the Loans made by each Bank’s Lender being prepaid. Loans, with adjustments to the extent practicable to equalize any prior repayments once prepaid, may not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10reborrowed.

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay prepay the Outstanding outstanding amount of the Loans made to itLoans, as a in whole or in part, at any time without penalty or premium, ; provided that any full or partial repayment of the Outstanding outstanding amount of any LIBOR Rate Loans pursuant to this Section 3.3 made on a date other than may not be prepaid unless the last day Borrower pays any LIBOR Breakage Costs for each LIBOR Rate Loan so prepaid at the time of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9such prepayment. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m. on the day 11:00 a.m., New York City time, at least one (1) Business Day’s prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 §2.9 of Federal Funds any Alternate Base Rate Loans, Alternate Base Rate Loans or Swing Loans, and at least three (3) LIBOR Business Days’ notice of any proposed repayment prepayment pursuant to this Section 3.3 §2.9 of LIBOR Rate Loans, in each case, specifying the proposed date of payment prepayment of Loans and the principal amount to be paidprepaid. Each such partial repayment of the Loans prepayment shall be in an amount of $10,000,000 2,000,000 or an integral multiple of $1,000,000 500,000 in excess thereofthereof or, if less, the outstanding balance of the Loans then being repaid, shall be accompanied by the payment of all charges outstanding on all Loans so prepaid and of all accrued interest on the principal repaid prepaid to the date of payment, and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth then to the principal of LIBOR Loans Rate Loans, at the Administrative Agent’s option. Amounts prepaid or repaid may not be reborrowed. Unless otherwise directed by Borrower, any prepayments made to such by the Borrower (in inverse order of the last days of their respective Interest Periods). Each partial repayment shall be allocated among applied first to any and all Loans outstanding that are not secured by a Refinancing Mortgage (as defined in §7.12), and only to Loans secured by Refinancing Mortgages if there shall be no other Loans outstanding at the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10time.

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay prepay the Outstanding outstanding amount of the Loans made to itLoans, as a in whole or in part, at any time without penalty or premium, ; provided that any full or partial repayment of the Outstanding outstanding amount of any LIBOR Term SOFR Loans pursuant to this Section 3.3 made on a date other than may not be prepaid unless the last day Borrower pays the SOFR Breakage Costs for each Term SOFR Loan so prepaid at the time of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9such prepayment. The applicable Borrower shall give the Administrative Agent, Agent no later than 10:00 a.m. on the day a.m., at least (A) one (1) Business Day’s prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 §4.2 of Federal Funds any Base Rate Loans, Alternate Base Rate Loans or Swing Loans, and (B) three (3) Business Days’ prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 §4.2 of LIBOR any Term SOFR Loans, in each case, specifying the form of a Notice of Loan Prepayment which shall specify the proposed date of payment prepayment and Type of the Loans and the principal amount to be paidprepaid. The Agent will promptly notify each Bank of its receipt of each such notice, and of the amount of such Bank’s ratable portion, if any, of such prepayment (based on such Bank’s Commitment Percentage). Each such partial repayment prepayment of the Loans shall be in an amount of equal to $10,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereofthereof or, if less, the outstanding balance of the Loans, shall be accompanied by the payment of all charges, if any, outstanding on all Loans so prepaid and of all accrued interest on the principal repaid prepaid to the date of payment, and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Base Rate Loans made to such Borrower, second and then to the principal of Alternate Base Rate Loans made to Term SOFR Loans. If such notice is given by the Borrower, third the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to §5.12, each such prepayment shall be promptly paid to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (Banks in inverse order of the last days of accordance with their respective Interest Periods). Each partial repayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10Commitment Percentages.

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at any time without penalty or premium, provided that any full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Rate Loans pursuant to this Section 3.3 may be made on a date other than the last day of the Interest Period relating thereto or such other day so long as the amounts required to be paid in accordance with Section 5.9 shall be subject to customary breakage charges as provided in Section 4.9paid at the time of any such prepayment that occurs on a day other than the last day of the Interest Period. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m. on the day at least one (1) Business Days prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 of Federal Funds Prime Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) LIBOR Business Days’ Days notice of any proposed repayment prepayment pursuant to this Section 3.3 of LIBOR Rate Loans, in each case, case specifying the proposed date of payment prepayment of Loans and the principal amount to be paidprepaid. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof1,000,000, shall be accompanied by the payment of accrued interest on the principal repaid prepaid to the date of payment, prepayment and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Prime Rate Loans and fourth then to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)Rate Loans. Each partial repayment prepayment shall be allocated among the BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s LoansLender's Tranche A Note and/or Tranche B Note, as the case may be, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.

Optional Repayments of Loans. Each (a) On and after (but not prior to) the first anniversary of the Effective Date, Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at on any time without penalty or premiumBusiness Day, provided that, together with any such prepayment, Borrower pays any applicable Exit Fee, which shall be calculated by Agent not less than five (5) Business Days prior to the contemplated date of prepayment and which calculation shall, absent manifest error, be conclusive, provided, further, that any the full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Rate Loans made pursuant to this Section § 3.3 may be made only on the last day of the Interest Period relating thereto, except as set forth below in this § 3.3. Borrower shall give Agent not less than ten (10) days’ irrevocable prior written notice of any prepayment pursuant to this § 3.3 of any Loans, specifying the proposed date of payment of Loans, which shall not be more than forty-five (45) days after the date of such notice, and the principal amount to be paid. Agent shall promptly notify each Lender of the principal amount of such payment to be received by such Lender. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 (or, if the aggregate outstanding principal amount of Loans is less than $1,000,000, the full amount thereof) and shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment. Unless otherwise requested by Borrower, the principal payments so received shall be applied first to the principal of Base Rate Loans and then to the principal of LIBOR Rate Loans. If the amount specified in such notice is not paid on, or within five (5) Business Days after, the date specified in any such notice of prepayment, Borrower shall pay to each Lender any actual costs, expenses or liabilities suffered or incurred by such Lender in reliance on such notice of prepayment, as evidenced by a certificate of such Lender setting forth the amount of any such actual costs, expenses or liabilities and a brief explanation of the amounts so due. Any such certificate shall be delivered to Borrower and Agent and shall be prima facie evidence that such amounts are due and owing. If the amount specified in such notice of prepayment is not paid on, or within five (5) Business Days after, the date specified in such notice, Borrower must comply with the notice requirements of the second sentence of this clause (a) in order to exercise its prepayment rights hereunder. Notwithstanding anything contained herein to the contrary, Borrower may make a full or partial prepayment of a LIBOR Rate Loan on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided thereto, if all such optional prepayments (in Section 4.9. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m. whole or in part) on the day of any proposed repayment pursuant to this Section 3.3 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) Business Days’ notice of any proposed repayment pursuant to this Section 3.3 of LIBOR Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. Each such partial repayment of the Loans shall be accompanied by, and Borrower hereby promises to pay, a prepayment fee in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied determined by the payment of accrued interest on the principal repaid to the date of payment, and shall be applied, Agent in the absence of instruction by the applicable Borrower, first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods). Each partial repayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.following manner:

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at on any time Business Day, without penalty or premium, ; provided that any the full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Eurodollar Rate Loans made pursuant to this Section 3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges thereto, except as provided set forth below in Section 4.9this 3.3. The applicable Borrower shall give the Administrative Agent, Agent no later than 10:00 a.m. on the day of any proposed repayment pursuant to this Section 3.3 of Federal Funds Rate Loansa.m., Alternate Base Rate Loans or Swing LoansBoston time, and at least three (3) Business Days’ ' prior written notice of any prepayment pursuant to this 3.3 of any Base Rate Loans and four (4) Eurodollar Business Days, notice of any proposed repayment pursuant to this Section 3.3 of LIBOR any Eurodollar Rate Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, 100,000 and shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment, payment and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Base Rate Loans made to such Borrower, second and then to the principal of Alternate Base Eurodollar Rate Loans made to such Borrower, third Loans. Notwithstanding anything contained herein to the principal contrary, the Borrower may make a full or partial prepayment of Federal Funds a Eurodollar Rate Loans and fourth to Loan on a date other than the principal last day of LIBOR Loans made to such Borrower the Interest Period relating thereto, if all optional prepayments (in inverse order of the last days of their respective Interest Periods). Each partial repayment whole or in part) on such Loans shall be allocated among accompanied by, and the BanksBorrower hereby promises to pay, a prepayment fee in proportion, as nearly as practicable, to an amount determined by the respective unpaid principal amount of each Bank’s Loans, with adjustments to Agent in the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.following manner: (i)

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at on any time Business Day, without penalty or premium, ; provided that any the full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Rate Loans made pursuant to this Section §3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges thereto, except as provided set forth below in Section 4.9this §3.3. The applicable Borrower shall give the Administrative Agent, Agent no later than 10:00 a.m. on the day a.m., Boston time, at least one (1) Business Day’s prior written notice of any proposed repayment prepayment pursuant to this Section §3.3 of Federal Funds Rate Loans, Alternate any Base Rate Loans or Swing Loans, and three (3) Eurodollar Business Days’ notice of any proposed repayment pursuant to this Section §3.3 of any LIBOR Rate Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall promptly notify each Lender of the principal amount of such payment to be received by such Lender. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess (or, if the aggregate outstanding principal amount of Loans is less than $1,000,000, the full amount thereof) and, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment. Unless otherwise requested by the Borrower, and the principal payments so received shall be applied, in the absence of instruction by the applicable Borrower, applied first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth then to the principal of LIBOR Loans made Rate Loans. Notwithstanding anything contained herein to the contrary, the Borrower may make a full or partial prepayment of a LIBOR Rate Loan on a date other than the last day of the Interest Period relating thereto, if all such Borrower optional prepayments (in inverse order of the last days of their respective Interest Periods). Each partial repayment whole or in part) on such Loans shall be allocated among accompanied by, and the BanksBorrower hereby promises to pay, a prepayment fee in proportion, as nearly as practicable, to an amount determined by the respective unpaid principal amount of each Bank’s Loans, with adjustments to Agent in the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.following manner:

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at any time without penalty or premium, provided that any full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Rate Loans pursuant to this Section §3.3 may be made on a date other than the last day of the Interest Period relating thereto or such other day so long as the amounts required to be paid in accordance with §5.9 shall be subject to customary breakage charges as provided in Section 4.9paid at the time of any such prepayment that occurs on a day other than the last day of the Interest Period. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m. on the day at least one (1) Business Days prior written notice of any proposed repayment prepayment pursuant to this Section §3.3 of Federal Funds Prime Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) LIBOR Business Days’ Days notice of any proposed repayment prepayment pursuant to this Section §3.3 of LIBOR Rate Loans, in each case, case specifying the proposed date of payment prepayment of Loans and the principal amount to be paidprepaid. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof1,000,000, shall be accompanied by the payment of accrued interest on the principal repaid prepaid to the date of payment, prepayment and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Prime Rate Loans and fourth then to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)Rate Loans. Each partial repayment prepayment shall be allocated among the BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each BankLender’s Loans, Tranche A Note with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.

Optional Repayments of Loans. Each Borrower The Borrowers shall have the right, at its their election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at any time without penalty or premiumtime, subject to the premium set forth below, provided that any full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Rate Loans pursuant to this Section 3.3 ss.3.3 may be made only on a date other than the last day of the Interest Period relating thereto unless, contemporaneously with such prepayment, the Borrowers shall be subject have paid to customary breakage charges as provided in Section 4.9the Administrative Agent all amounts due under ss.5.9 hereof. The applicable Borrower Borrowers shall give the Administrative Agent, no later than 10:00 a.m. on the day a.m., Hartford time, not less than one (1) and not more than five (5) Business Days' prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 ss.3.3 of Federal Funds Base Rate Loans, Alternate Base Rate Loans or Swing Loans, and not less than three (3) and not more than five (5) LIBOR Business Days’ ' notice of any proposed repayment prepayment pursuant to this Section 3.3 ss.3.3 of LIBOR Rate Loans, in each case, case specifying the proposed date of payment prepayment of Loans and the principal amount to be paidprepaid. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof1,000,000, shall be accompanied by the payment of accrued interest on the principal repaid prepaid to the date of payment, prepayment and shall be applied, in the absence of instruction by the applicable BorrowerBorrowers, first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth then to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)Rate Loans. Each partial repayment prepayment shall be allocated among the BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s LoansLender's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior If the Borrowers terminate the Total Commitment, whether in one transaction or a series of transactions, the Borrowers shall pay a premium with respect to such termination in an amount determined in accordance with the percentages set forth in the following table opposite the period during which the termination occurs: Period Terminated Amount Due ----------------- ---------- Effective Date through first anniversary thereof 3% of the Total Commitment First anniversary of Effective Date through second anniversary of Effective Date 2% of the Total Commitment Second anniversary of Effective Date through Maturity Date as provided 1% of the Total Commitment Notwithstanding the foregoing, the premium set forth in Section 2.8, subject the table above shall not be due and payable if the Total Commitment is terminated and the outstanding principal amount of the Obligations are paid with the proceeds of financing pursuant to which Bank of Boston Connecticut is the conditions administrative agent and the interests of Section 10the financial institutions participating in such financing constitute more than 50% of the then holders of the Total Commitment at the time of such termination.

Optional Repayments of Loans. Each (a) The US Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itUS Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial repayment -------- prepayment of the Outstanding amount of any LIBOR Loans US Loan that is a Eurocurrency Rate Loan pursuant to this Section 3.3 (S)4.3(a) may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9thereto. The applicable US Borrower shall give the Administrative Agent, no later than 10:00 a.m. on the day of any proposed repayment pursuant to this Section 3.3 of Federal Funds Rate Loansa.m., Alternate Base Rate Loans or Swing LoansBoston time, and three at least (3i) one (1) Business Days’ Day prior written notice of any proposed repayment prepayment of a US Loan that is a Base Rate Loan pursuant to this Section 3.3 (S)4.3(a), (ii) two (2) Eurocurrency Business Days prior written notice of LIBOR Loansany proposed prepayment of a US Loan that is a Eurocurrency Rate Loan (other than Eurocurrency Rate Loans denominated in an Optional Currency) pursuant to this (S)(S)4.3(a) and (iii) five (5) Eurocurrency Business Days prior written notice of any proposed prepayment of a US Loan denominated in an Optional Currency pursuant to this (S)4.3(a), in each case, case specifying the proposed date of payment prepayment of such US Loans and the principal amount to be paid. Each such partial repayment prepayment of the US Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal repaid to the date of payment, 500,000 and shall be appliedapplied by the Administrative Agent, in the absence of instruction by the applicable US Borrower, first to the principal of Swing Base Rate Loans made to such Borrower, second and then to the principal of Alternate Base Eurocurrency Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)Loans. Each partial repayment prepayment shall be allocated among the US Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each US Bank’s Loans's US Note being prepaid, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any optional prepayments of the US Term Loan shall be applied against the scheduled installments of principal due on the US Term Loan in the inverse order of maturity, and the US Borrower shall have no right to reborrow any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10so prepaid.

Optional Repayments of Loans. Each Borrower The Borrowers shall have the right, at its their election, to repay the Outstanding outstanding amount of the Revolving Credit Loans made to itor the Last Out Revolving Loans, in each case, as a whole or in part, at any time without penalty or premium, provided that (a) the Borrowers may not repay all or any portion of the outstanding Last Out Revolving Loans pursuant to this Section 3.3 unless the Excess Availability Ratio exceeds 20% before and immediately after giving effect to any such repayment and (b) any full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Eurocurrency Rate Loans pursuant to this Section 3.3 made on a date other than on the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided the payment of any additional costs described in Section 4.95.10 incurred by any applicable Lender. The applicable Borrower Borrowers shall give the Administrative Agent, no later than 10:00 a.m. on the day (Eastern time), at least one (1) Business Day prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loans, Eurocurrency Rate Loans denominated in Dollars and three four (34) Business Days’ Days notice of any proposed repayment prepayment pursuant to this Section 3.3 of LIBOR LoansEurocurrency Rate Loans denominated in an Optional Currency, in each case, case specifying the proposed date of payment prepayment of applicable Loans and the principal amount to be paidprepaid. Each such partial repayment prepayment of the applicable Loans shall be in an the amount of $10,000,000 2,000,000 or an integral a multiple of $1,000,000 in excess thereofthereof (or the equivalent thereof in an Optional Currency), shall be accompanied by the payment of accrued interest on the principal repaid prepaid to the date of payment, prepayment and shall be applied, in the absence of instruction by the applicable BorrowerBorrowers, first to the principal of Swing the Loans made to such Borrower, second be repaid which are Base Rate Loans and then to the principal of Alternate Base the Loans to be repaid which are Eurocurrency Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)Loans. Each partial repayment prepayment shall be allocated among the Banksapplicable Lenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s LoansLender's applicable Note(s), with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.

Optional Repayments of Loans. Each Borrower The Borrowers shall have the right, at its their election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at any time without penalty or premiumtime, subject to the premium set forth below, provided that any full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Rate Loans pursuant to this Section 3.3 ss.3.3 may be made only on a date other than the last day of the Interest Period relating thereto unless, contemporaneously with such prepayment, the Borrowers shall be subject have paid to customary breakage charges as provided in Section 4.9the Administrative Agent all amounts due under ss.5.9 hereof. The applicable Borrower Borrowers shall give the Administrative Agent, no later than 10:00 a.m. on the day a.m., Boston time, not less than one (1) and not more than five (5) Business Days' prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 ss.3.3 of Federal Funds Base Rate Loans, Alternate Base Rate Loans or Swing Loans, and not less than three (3) and not more than five (5) LIBOR Business Days’ ' notice of any proposed repayment prepayment pursuant to this Section 3.3 ss.3.3 of LIBOR Rate Loans, in each case, case specifying the proposed date of payment prepayment of Loans and the principal amount to be paidprepaid. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof1,000,000, shall be accompanied by the payment of accrued interest on the principal repaid prepaid to the date of payment, prepayment and shall be applied, in the absence of instruction by the applicable BorrowerBorrowers, first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth then to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)Rate Loans. Each partial repayment prepayment shall be allocated among the BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s LoansLender's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior If the Borrowers terminate the Total Commitment, whether in one transaction or a series of transactions, the Borrowers shall pay a premium with respect to such termination in an amount determined in accordance with the Maturity Date as provided percentages set forth in Section 2.8, subject to the conditions of Section 10.following table opposite the period during which the termination occurs: Period Terminated Amount Due ----------------- ----------

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at on any time Business Day, without penalty or premium, ; provided that any the full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Rate Loans made pursuant to this Section 3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges thereto, except as provided set forth below in this Section 4.93.3. The applicable Borrower shall give the Administrative Agent, Agent no later than 10:00 a.m. on the day a.m., Boston time, at least one (1) Business Day's prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 of Federal Funds Rate Loans, Alternate any Base Rate Loans or Swing Loans, and three (3) Eurodollar Business Days’ ' notice of any proposed repayment pursuant to this Section 3.3 of any LIBOR Rate Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall promptly notify each Lender of the principal amount of such payment to be received by such Lender. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 (or, if the aggregate outstanding principal amount of Loans is less than $1,000,000, the full amount thereof) provided that if partial prepayment is received in excess thereofconnection with payment received from an underlying obligor or other party to a Structured Finance Collateral Asset, the amount so received may be prepaid and, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment. Unless otherwise requested by the Borrower, and the principal payments so received shall be applied, in the absence of instruction by the applicable Borrower, applied first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth then to the principal of LIBOR Loans made Rate Loans. Notwithstanding anything contained herein to the contrary, the Borrower may make a full or partial prepayment of a LIBOR Rate Loan on a date other than the last day of the Interest Period relating thereto, if all such Borrower optional prepayments (in inverse order of the last days of their respective Interest Periods). Each partial repayment whole or in part) on such Loans shall be allocated among accompanied by, and the BanksBorrower hereby promises to pay, a prepayment fee in proportion, as nearly as practicable, to an amount determined by the respective unpaid principal amount of each Bank’s Loans, with adjustments to Agent in the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.following manner:

Optional Repayments of Loans. Each The Borrower shall have the right, ---------------------------- at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at any time without penalty or premium, provided that any full or partial repayment of the Outstanding outstanding amount of any LIBOR Eurodollar Rate Loans pursuant to this Section 3.3 made on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m. on the day (Dallas time) at least one (1) Business Day's prior written notice, of any proposed repayment pursuant to this Section 3.3 of Federal Funds Rate Loans, Alternate Alternative Base Rate Loans or Swing Loans, and three (3) Eurodollar Business Days’ ' notice of any proposed repayment pursuant to this Section 3.3 of LIBOR Eurodollar Rate Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. Each such partial repayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal repaid to the date of payment, and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Alternative Base Rate Loans made to such Borrower, second and then to the principal of Alternate Base Eurodollar Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods). Each partial repayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s 's Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.82.6, subject to the conditions of Section 109.

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at on any time Business Day, without penalty or premium, ; provided that any the full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Rate Loans made pursuant to this Section 3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges thereto, except as provided set forth below in this Section 4.93.3. The applicable Borrower shall give the Administrative Agent, Agent no later than 10:00 a.m. on the day a.m., Boston time, at least one (1) Business Day's prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 of Federal Funds Rate Loans, Alternate any Base Rate Loans or Swing Loans, and three (3) Eurodollar Business Days’ ' notice of any proposed repayment pursuant to this Section 3.3 of any LIBOR Rate Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall promptly notify each Lender of the principal amount of such payment to be received by such Lender. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess (or, if the aggregate outstanding principal amount of Loans is less than $1,000,000, the full amount thereof) and, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment. Unless otherwise requested by the Borrower, and the principal payments so received shall be applied, in the absence of instruction by the applicable Borrower, applied first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth then to the principal of LIBOR Loans made Rate Loans. Notwithstanding anything contained herein to the contrary, the Borrower may make a full or partial prepayment of a LIBOR Rate Loan on a date other than the last day of the Interest Period relating thereto, if all such Borrower optional prepayments (in inverse order of the last days of their respective Interest Periods). Each partial repayment whole or in part) on such Loans shall be allocated among accompanied by, and the BanksBorrower hereby promises to pay, a prepayment fee in proportion, as nearly as practicable, to an amount determined by the respective unpaid principal amount of each Bank’s Loans, with adjustments to Agent in the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.following manner:

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at on any time Business Day, without penalty or premium, ; provided that any the full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Rate Loans made pursuant to this Section 3.3 ss.3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges thereto, except as provided set forth below in Section 4.9this ss.3.3. The applicable Borrower shall give the Administrative Agent, Agent prior written notice of any prepayment pursuant to this ss.3.3 no later than 10:00 a.m. a.m., Boston time, on (i) the same Business Day as prepayment of any Prime Rate Loans, or (ii) the day of which is two (2) LIBOR Business Days prior to any proposed repayment pursuant to this Section 3.3 of Federal Funds any LIBOR Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) Business Days’ notice of any proposed repayment pursuant to this Section 3.3 of LIBOR Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall promptly notify each Lender of the principal amount of such payment to be received by such Lender. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereofand, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment, and . The principal payments so received shall be applied, in the absence of instruction by the applicable Borrower, applied first to the principal of Swing Loans made to such BorrowerSwingline Loans, second next to the principal of Alternate Base Prime Rate Loans made to such Borrower, third to the principal of Federal Funds Rate other than Swingline Loans and fourth then to the principal of LIBOR Loans made Rate Loans. Notwithstanding anything contained herein to such the contrary, the Borrower may make a full or partial prepayment of a LIBOR Rate Loan on a date other than the last day of the Interest Period relating thereto, if all optional prepayments (in inverse order of the last days of their respective Interest Periods). Each partial repayment whole or in part) on such Loans shall be allocated among accompanied by, and the BanksBorrower hereby promises to pay, a prepayment fee in proportion, as nearly as practicable, to an amount determined by the respective unpaid principal amount of each Bank’s Loans, with adjustments to Agent in the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.following manner:

Optional Repayments of Loans. Each Borrower The Borrowers shall have the right, at its their election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at any time without penalty or premiumtime, provided that any full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Rate Loans pursuant to this Section §3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9thereto. The applicable Borrower Borrowers shall give the Administrative Agent, no later than 10:00 a.m. on the day (Connecticut time) at least two (2) Business Days prior written notice of any proposed repayment prepayment pursuant to this Section §3.3 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) LIBOR Business Days’ Days notice of any proposed repayment prepayment pursuant to this Section §3.3 of LIBOR Rate Loans, in each case, case specifying the proposed date of payment prepayment of Loans and the principal amount to be paidprepaid. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal repaid prepaid to the date of paymentprepayment, and shall be applied, in the absence of instruction by the applicable BorrowerBorrowers, first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth then to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)Rate Loans. Each partial repayment prepayment shall be allocated among the BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each BankLender’s Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at on any time Business Day, without penalty or premium, ; provided that any the full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Loans made pursuant to this Section 3.3 ss.3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges thereto, except as provided set forth below in Section 4.9this ss.3.3. The applicable Borrower shall give the Administrative Agent, Agent no later than 10:00 a.m. on the day a.m., Boston time, at least two (2) Business Days' prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 ss.3.3 of Federal Funds Rate Loans, Alternate any Base Rate Loans or Swing Loans, and three four (34) LIBOR Business Days’ , notice of any proposed repayment pursuant to this Section 3.3 ss.3.3 of any LIBOR Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall promptly notify each Lender of the principal amount of such payment to be received by such Lender. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereofand, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment, and . The principal payments so received shall be applied, in the absence of instruction by the applicable Borrower, applied first to the principal of Swing Loans made to such BorrowerSwingline Loans, second next to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Rate other than Swingline Loans and fourth then to the principal of LIBOR Loans made Loans. Notwithstanding anything contained herein to such the contrary, the Borrower may make a full or partial prepayment of a LIBOR Loan on a date other than the last day of the Interest Period relating thereto, if all optional prepayments (in inverse order of the last days of their respective Interest Periods). Each partial repayment whole or in part) on such Loans shall be allocated among accompanied by, and the BanksBorrower hereby promises to pay, a prepayment fee in proportion, as nearly as practicable, to an amount determined by the respective unpaid principal amount of each Bank’s Loans, with adjustments to Agent in the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.following manner:

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at on any time Business Day, without penalty or premium, provided ; PROVIDED that any the full or partial repayment prepayment of the Outstanding outstanding amount of any Eurodollar Rate Loans or LIBOR Rate Loans made pursuant to this Section [SECTION] 3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges except as otherwise provided in Section 4.9this [SECTION] 3.3. The applicable Borrower shall give the Administrative Agent, Agent no later than 10:00 a.m. on the day a.m., Boston time, at least two (2) Business Days' prior written notice of any proposed repayment prepayment pursuant to this Section [SECTION] 3.3 of Federal Funds any Base Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) Eurodollar Business Days’ ' notice of any proposed repayment pursuant to this Section [SECTION] 3.3 of any Eurodollar Rate Loans and three (3) LIBOR Business Days' notice of any proposed repayment pursuant to this [SECTION] 3.3 of any LIBOR Rate Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall give the Banks notice of any proposed prepayment within one (1) Business Day after receipt of written notice from the Borrower. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, 100,000 and shall be accompanied by the payment of accrued interest on the principal repaid to the date of payment, payment and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Loans made to such BorrowerBase Rate Loans, second then to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Eurodollar Rate Loans and fourth then to the principal of LIBOR Loans made Rate Loans. Notwithstanding anything contained herein to such the contrary, the Borrower may make a full or partial prepayment of a Eurodollar Rate Loan or a LIBOR Rate Loan on a date other than the last day of the Interest Period relating thereto, if all optional prepayments (in inverse order of the last days of their respective Interest Periods). Each partial repayment whole or in part) on such Loans shall be allocated among accompanied by, and the BanksBorrower hereby promises to pay, a prepayment fee in proportion, as nearly as practicable, to an amount determined by the respective unpaid principal amount of each Bank’s Loans, with adjustments to Agent in the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.following manner:

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at on any time Business Day, without penalty or premium, ; provided that any the full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Loans made pursuant to this Section §3.3 may be made only on a date other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges thereto, except as provided set forth below in Section 4.9this §3.3. The applicable Borrower shall give the Administrative Agent, Agent no later than 10:00 a.m. on the day of any proposed repayment pursuant to this Section 3.3 of Federal Funds Rate Loansa.m., Alternate Base Rate Loans or Swing LoansBoston time, and three at least two (32) Business Days’ prior written notice of any prepayment pursuant to this §3.3 of any Prime Rate Loans and four (4) LIBOR Business Days, notice of any proposed repayment pursuant to this Section §3.3 of any LIBOR Loans, in each case, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall promptly notify each Lender of the principal amount of such payment to be received by such Lender. Each such partial repayment prepayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereofand, to the extent requested by the Agent, shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment, and . The principal payments so received shall be applied, in the absence of instruction by the applicable Borrower, applied first to the principal of Swing Loans made to such Borrower, second to the principal of Alternate Base Rate Loans made to such Borrower, third to the principal of Federal Funds Prime Rate Loans and fourth then to the principal of LIBOR Loans made Loans. Notwithstanding anything contained herein to such the contrary, the Borrower may make a full or partial prepayment of a LIBOR Loan on a date other than the last day of the Interest Period relating thereto, if all optional prepayments (in inverse order of the last days of their respective Interest Periods). Each partial repayment whole or in part) on such Loans shall be allocated among accompanied by, and the BanksBorrower hereby promises to pay, a prepayment fee in proportion, as nearly as practicable, to an amount determined by the respective unpaid principal amount of each Bank’s Loans, with adjustments to Agent in the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10.following manner:

Optional Repayments of Loans. Each The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itLoans, as a whole or in part, at any time without penalty or premium, provided that any full or partial repayment of the Outstanding outstanding amount of any LIBOR Eurocurrency Rate Loans pursuant to this Section 3.3 §2.7 may be made only on the last day of the Interest Period relating thereto unless the Borrower pays each Lender, in accordance with §3.10 hereof, the costs and expenses incurred by such Lender as a result of the repayment of such Eurocurrency Rate Loan on a date day other than the last day of the Interest Period relating thereto shall be subject to customary breakage charges as provided in Section 4.9thereto. The applicable Borrower shall give the Administrative Agent, prior written notice no later than 10:00 a.m. 1:00 p.m., (New York time), on the day date of any proposed repayment pursuant to this Section 3.3 §2.7 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loansand no later than 1:00 p.m., and (New York time), three (3) Business Days’ notice of prior to any proposed repayment pursuant to this Section 3.3 §2.7 of LIBOR Eurocurrency Rate Loans, in each case, case specifying the proposed date of payment repayment of such Loans and the principal amount to be paidprepaid. Each such partial repayment of the Loans shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal repaid to the date of payment, 5,000,000 and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Swing Base Rate Loans made to such Borrower, second and then to the principal of Alternate Base Eurocurrency Rate Loans made to such Borrower, third to the principal of Federal Funds Rate Loans and fourth to the principal of LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)Loans. Each partial repayment of Loans shall be allocated ratably among the Banks, Lenders in proportion, as nearly as practicable, proportion to the respective unpaid principal amount of the Loans made by each Bank’s Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any amounts repaid under this Section 3.3 may be reborrowed prior to the Maturity Date as provided in Section 2.8, subject to the conditions of Section 10Lender being prepaid.