Common use of Optional Repayments of Loans Clause in Contracts

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, PROVIDED that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 may be made only on the last day of the Interest Period relating thereto. The Borrower shall give the Agent, no later than 10:00 a.m., Boston time, at least one (1) Business Day prior written notice of any proposed prepayment pursuant to this ss.3.3 of Base Rate Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding Outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, PROVIDED that any full or partial prepayment of the outstanding Outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 may be made only on the last day of the Interest Period relating thereto. The Borrower shall give the Agent, no later than 10:00 a.m.12:00 noon, Boston time, at least one (1) Business Day Day's prior written notice of any proposed prepayment pursuant to this ss.3.3 of Base Rate Loans, and three (3) Eurodollar Business Days Days' notice of any proposed prepayment pursuant to this ss.3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an integral a minimum aggregate amount of $100,000 or a whole multiple of $5,000,000 50,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such Each partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Loans. The Borrower BGI shall have the right, at its election, to repay the outstanding amount of the 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 provided that, subject to compliance with §5.9, any full or partial prepayment of the outstanding amount of any Eurodollar Eurocurrency Rate Loans pursuant to this ss.3.3 §3.3 may be made only on a day other than the last day of the Interest Period relating thereto. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m., Boston time, (i) at least one (1) Business Day prior written notice of any proposed prepayment pursuant to this ss.3.3 §3.3 of Base Rate Loans, and (ii) at least three (3) Eurodollar Eurocurrency Business Days notice of any proposed prepayment pursuant to this ss.3.3 §3.3 of Eurodollar Eurocurrency Rate LoansLoans 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 specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 1,000,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Eurocurrency Rate Loans. Accrued interest on the principal prepaid in connection with each such Each partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Lender’s Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Loans. (a) The Borrower shall have the right, at its election, to repay the outstanding amount of the Loansany Loan, as a whole or in part, at any time without penalty or premium, PROVIDED provided that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 ss.8.7 may be made only on the last day of the Interest Period relating thereto. The Borrower shall give the Agent, no later than 10:00 11:00 a.m., Boston time, at least one two (12) Business Day Days prior written notice of any proposed prepayment pursuant to this ss.3.3 ss.8.7 of Base Rate Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 ss.8.7 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans Loans, the nature of the Loan as a Revolving Credit Loan, the Term Loan or a Gold Loan and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in a minimum amount of $500,000.00 or an integral multiple of $5,000,000 100,000.00 in excess thereof, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such Each partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Applicable Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Applicable Bank's NoteNotes, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding amount of the Loans, as a whole or in part, at on any time Business Day, without penalty or premium, PROVIDED ; provided that any the full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans made pursuant to this ss.3.3 Section 3.3 may be made only on the last day of the Interest Period relating thereto, except as set forth below in this Section 3.3. The Borrower shall give the Agent, Agent no later than 10:00 a.m., Boston time, at least one three (13) Business Day Days' prior written notice of any proposed prepayment pursuant to this ss.3.3 Section 3.3 of any Base Rate Loans, Loans and three four (34) Eurodollar Business Days Days, notice of any proposed prepayment repayment pursuant to this ss.3.3 Section 3.3 of any Eurodollar Rate Loans, in each case specifying the proposed date of prepayment payment of Loans and the principal amount to be prepaidpaid. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 100,000 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 and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on Notwithstanding anything contained herein to the principal prepaid in connection with each such contrary, the Borrower may make a full or partial prepayment of a Eurodollar Rate Loan on a date other than the last day of the Interest Period relating thereto, if all optional prepayments (in whole or in part) on such Loans shall be due accompanied by, and payable on the next Interest Payment DateBorrower hereby promises to pay, but accrued interest on a prepayment fee in an amount determined by the principal paid Agent in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.following manner:

Optional Repayments of Loans. The Borrower Borrowers shall have the right, at its election, to repay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, PROVIDED provided that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 Section 3.3 may be made only on the last day of the Interest Period relating thereto. The Borrower Borrowers shall give the Agent, no later than 10:00 a.m., Boston time, at least one two (12) Business Day Days prior written notice of any proposed prepayment pursuant to this ss.3.3 Section 3.3 of Base Rate Loans, Loans and three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 Section 3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 1,000,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the BorrowerBorrowers, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such Each partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. In no event shall payments made pursuant to Section 3.2(b) hereof be construed to be optional prepayments under this Section 3.3.

Optional Repayments of Loans. The Borrower Borrowers shall have the right, at its their election, to repay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, PROVIDED that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 may be made only on Section 3.3 prior to the last day end of the Interest Period relating theretothereto shall obligate the Borrowers to pay any breakage costs associated with such Eurodollar Rate Loan in accordance with Section 5.10. The Borrower Borrowers shall give the Agent, Agent (i) no later than 10:00 a.m.12:00 p.m., Boston time, at least one on the date of any proposed prepayment pursuant to this Section 3.3 of Base Rate Loans, written notice thereof, and (1ii) three (3) Eurodollar Business Day Days' prior written notice of any proposed prepayment pursuant to this ss.3.3 of Base Rate Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 Section 3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 500,000, shall, at the option of the Agent, be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the BorrowerBorrowers, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such Each partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding Outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, PROVIDED that any full or partial prepayment of the outstanding Outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 Section 3.3 may be made only on the last day of the Interest Period relating thereto. The Borrower shall give the Agent, no later than 10:00 a.m.1:00 p.m., Boston time (10:00 a.m. San Diego time), at least one (1i) Business Day prior written notice on the date of any proposed prepayment pursuant to this ss.3.3 Section 3.3 of Base Rate Loans, and (ii) at least three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 Section 3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 100,000, shall be accompanied by the payment of accrued interest (except with respect to Base Rate Loans, accrued interest with respect to which shall be payable on the next Interest Payment Date applicable to Base Rate Loans) on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such Each partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, PROVIDED that any the full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 Section 3.3 may be made only on the last day of the Interest Period relating thereto. The Borrower shall give the Agent, no later than 10:00 a.m.1:00 p.m., Boston time, at least one (1) Business Day prior written notice on the date of any proposed prepayment repayment written notice, of any proposed repayment pursuant to this ss.3.3 Section 3.3 of Base Rate Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment repayment pursuant to this ss.3.3 Section 3.3 of Eurodollar Rate Loans, in each case case, specifying the proposed date of prepayment payment of Loans and the principal amount to be prepaidpaid. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 100,000, 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 Borrower, applied first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on , at the principal prepaid in connection with each such partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepaymentBorrower's option. Each partial prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding amount of the Loans, as a whole or in part, at on any time Business Day, without penalty or premium, PROVIDED ; provided that any the full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans made pursuant to this ss.3.3 (S)3.3 may be made only on the last day of the Interest Period relating thereto, except as set forth below in this (S)3.3. The Borrower shall give the Agent, Agent no later than 10:00 a.m., Boston time, at least one three (13) Business Day Days' prior written notice of any proposed prepayment pursuant to this ss.3.3 (S)3.3 of any Base Rate Loans, Loans and three four (34) Eurodollar Business Days Days, notice of any proposed prepayment repayment pursuant to this ss.3.3 (S)3.3 of any Eurodollar Rate Loans, in each case specifying the proposed date of prepayment payment of Loans and the principal amount to be prepaidpaid. The Agent shall promptly provide a copy of such notice to each Lender. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 100,000 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 and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on Notwithstanding anything contained herein to the principal prepaid in connection with each such contrary, the Borrower may make a full or partial prepayment of a Eurodollar Rate Loan on a date other than the last day of the Interest Period relating thereto, if all optional prepayments (in whole or in part) on such Loans shall be due accompanied by, and payable on the next Interest Payment DateBorrower hereby promises to pay, but accrued interest on a prepayment fee in an amount determined by the principal paid Agent in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.following manner:

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding Outstanding amount of the Loans, as a whole or in part, at on any time Business Day, without penalty or premium, PROVIDED ; provided that any the full or partial prepayment of the outstanding Outstanding amount of any Eurodollar Rate Loans made pursuant to this ss.3.3 3.2 may be made only on the last day of the Interest Period relating thereto, except as set forth below in this 3.2. The Borrower shall give the Agent, Agent no later than 10:00 a.m., Boston time, at least one three (13) Business Day Days' prior written notice of any proposed prepayment pursuant to this ss.3.3 3.2 of any Base Rate Loans, Loans and three four (34) Eurodollar Business Days Days, notice of any proposed prepayment repayment pursuant to this ss.3.3 3.2 of any Eurodollar Rate Loans, in each case specifying the proposed date of prepayment payment of Loans and the principal amount to be prepaidpaid. The Agent shall promptly notify each Bank of the principal amount of such payment to be received by such Bank. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 1,000,000 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 and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on Notwithstanding anything contained herein to the principal prepaid in connection with each such contrary, the Borrower may make a full or partial prepayment of a Eurodollar Rate Loan on a date other than the last day of the Interest Period relating thereto, if all optional prepayments (in whole or in part) on such Loans shall be due accompanied by, and payable on the next Interest Payment DateBorrower hereby promises to pay, but accrued interest on a prepayment fee in an amount determined by the principal paid Agent in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.following manner:

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, PROVIDED provided that any the full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 may be made only on the last day of the Interest Period relating thereto. The Borrower shall give the Agent, no later than 10:00 a.m., Boston time, at least one (1) Business Day prior written notice on the date of any proposed prepayment repayment prior written notice, of such proposed repayment pursuant to this ss.3.3 of Base Rate Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment repayment pursuant to this ss.3.3 of Eurodollar Rate Loans, in each case case, specifying the proposed date of prepayment payment of Loans and the principal amount to be prepaidpaid. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 100,000, 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 Borrower, applied first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such Each partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Loans. The Borrower Borrowers shall have the right, at its their election, to repay the outstanding amount of the Loans, as a whole or in part, at any time and from time to time without penalty or premium, PROVIDED provided that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 Section 3.3 may be made only on the last day of the Interest Period relating thereto. The Borrower Borrowers shall give the Agent, Agent written notice of any proposed prepayment no later than (i) 2:00 p.m., Boston time, on the date of any proposed prepayment pursuant to this Section 3.3 of Base Rate Loans, and (ii) 10:00 a.m., Boston time, at least one (1) Business Day prior written notice of any proposed prepayment pursuant to this ss.3.3 of Base Rate Loans, and three (3) Eurodollar Business Days notice of prior to any proposed prepayment pursuant to this ss.3.3 Section 3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Base Rate Loans shall be in a minimum amount of $100,000, and each such partial prepayment of Eurodollar Rate Loans shall be in a minimum amount of $1,000,000 or an integral multiple of $5,000,000 500,000 in excess thereof and shall be applied, in accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment. In the absence of instruction by the BorrowerBorrowers, each such partial prepayment of the Loans shall be applied first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such Each partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the BanksLenders, in proportion, as nearly as practicable, proportion to the respective unpaid principal amount of each BankLender's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Notwithstanding the notice and minimum requirements set forth in this Section 3.3, the Agent may, in its sole discretion, allow the Borrowers to repay Base Rate Loans made by the Agent in amounts as otherwise requested by the Borrowers.

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding Outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, PROVIDED that any full or partial prepayment of the outstanding Outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 Section 3.3 may be made only on the last day of the Interest Period relating thereto. thereto unless the Borrower pays to the Agent, for the PRO RATA accounts of the Banks, any breakage fees or other costs arising from or associated with such prepayment in accordance with the requirements of Section 5.9 hereof.. The Borrower shall give the Agent, no later than 10:00 a.m.1:00 p.m., Boston time (10:00 a.m. San Diego time), at least one (1i) Business Day prior written notice on the date of any proposed prepayment pursuant to this ss.3.3 Section 3.3 of Base Rate Loans, and (ii) at least three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 Section 3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 100,000, shall be accompanied by the payment of accrued interest (except with respect to Base Rate Loans, accrued interest with respect to which shall be payable on the next Interest Payment Date applicable to Base Rate Loans) on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such Each partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding amount of the Loans, as a whole or in part, at on any time Business Day, without penalty or premium, PROVIDED ; provided that any the full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans made pursuant to this ss.3.3 Section 3.3 may be made only on the last day of the Interest Period relating thereto, except as set forth below in this Section 3.3. The Borrower shall give the Agent, Agent no later than 10:00 a.m., Boston time, at least one two (12) Business Day Days' prior written notice of any proposed prepayment pursuant to this ss.3.3 Section 3.3 of any Base Rate Loans, Loans and three four (34) Eurodollar Business Days Days, notice of any proposed prepayment repayment pursuant to this ss.3.3 Section 3.3 of any Eurodollar Rate Loans, in each case specifying the proposed date of prepayment payment of Loans and the principal amount to be prepaidpaid. The 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 and 1,000,000 and, to the extent requested by the Agent, shall be applied, in the absence of instruction accompanied by the Borrowerpayment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment. The principal payments so received shall be applied first to the principal of Swingline Loans, first next to the principal of Base Rate Loans other than Swingline Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on Notwithstanding anything contained herein to the principal prepaid in connection with each such contrary, the Borrower may make a full or partial prepayment of a Eurodollar Rate Loan on a date other than the last day of the Interest Period relating thereto, if all optional prepayments (in whole or in part) on such Loans shall be due accompanied by, and payable on the next Interest Payment DateBorrower hereby promises to pay, but accrued interest on a prepayment fee in an amount determined by the principal paid Agent in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.following manner:

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, PROVIDED that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 [Section]3.3 may be made only on the last day of the Interest Period relating thereto. The Borrower shall give the Agent, no later than 10:00 a.m., Boston time, at least one (1) Business Day prior written notice of any proposed prepayment pursuant to this ss.3.3 [Section]3.3 of Base Rate Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 [Section]3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Loans. (a) The Borrower shall have the right, at its election, to repay the outstanding amount of the Loansany Loan, as a whole or in part, at any time without penalty or premium, PROVIDED provided that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 Section 7.7 may be made only on the last day of the Interest Period relating thereto. The Borrower shall give the Administrative Agent, no later than 10:00 11:00 a.m., Boston time, at least one three (13) Business Day Days prior written notice of any proposed prepayment pursuant to this ss.3.3 Section 7.7 of Base Rate Loans, and three four (34) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 Section 7.7 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans Loans, the nature of the Loan as a Revolving Credit Loan, the Term Loan or a Swing Line Loan and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in a minimum amount of $500,000.00 or an integral multiple of $5,000,000 100,000.00 in excess thereof, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such Each partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment Loans (other than Swing Line Loans) shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's NoteNotes, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Loans. The Borrower Borrowers shall have the right, at its their election, to repay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, PROVIDED that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 /section/3.3 may be made only on the last day of the Interest Period relating theretothereto unless the Borrowers shall pay to the Agent for the respective accounts of the Banks the additional amount, if any, required by /section/4.8(c) of this Credit Agreement. The Borrower Borrowers shall give the Agent, no later than 10:00 a.m., Boston Hartford time, at least one two (12) Eurodollar Business Day Days' prior written notice of any proposed prepayment pursuant to this ss.3.3 of Base Rate Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 /section/3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an integral multiple of $5,000,000 500,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the BorrowerBorrowers, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on Loans (except that the principal prepaid foregoing limitation shall not be applicable to Base Rate Loans to the extent that the source of prepayment is funds held in connection the Borrowers' holding account maintained with each such partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepaymentAgent). Each partial prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.. /section/4. CERTAIN GENERAL PROVISIONS

Optional Repayments of Loans. The Borrower shall have the right, at its election, to repay the outstanding amount of the Loansany Loan, as a whole or in part, at any time without penalty or premium, PROVIDED provided that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.3.3 Section 8.7 may be made only on the last day of the Interest Period relating thereto. The Borrower shall give the Agent, no later than 10:00 11:00 a.m., Boston time, at least one three (13) Business Day Days prior written notice of any proposed prepayment pursuant to this ss.3.3 Section 8.7 of Base Rate Loans, and three four (34) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 Section 8.7 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Loans Loans, the nature of the Loan as a Revolving Credit Loan, the Term Loan or a Gold Loan and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in a minimum amount of $500,000.00 or an integral multiple of $5,000,000 100,000.00 in excess thereof, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Accrued interest on the principal prepaid in connection with each such Each partial prepayment shall be due and payable on the next Interest Payment Date, but accrued interest on the principal paid in connection with any full prepayment at a time when the Total Commitment is terminated shall be paid on the date of prepayment. Each prepayment shall be allocated among the Applicable Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Applicable Bank's NoteNotes, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.