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 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 prepayment of the Outstanding outstanding amount of any LIBOR Eurodollar 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 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 a.m. on the day a.m., Boston time, at least one (1) Business Day prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 ss.3.3 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) Eurodollar Business Days’ Days notice of any proposed repayment prepayment pursuant to this Section 3.3 ss.3.3 of LIBOR Eurodollar 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 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 Eurodollar Rate Loans made to such Borrower, third to Loans. Accrued interest on the principal of Federal Funds Rate Loans prepaid in connection with each such partial prepayment shall be due and fourth to 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 LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)prepayment. 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 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 (a) The Borrower shall have the right, at its election, to repay the Outstanding outstanding amount of the Loans made to itany Loan, 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 Eurodollar Rate Loans pursuant to this Section 3.3 ss.8.7 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 shall give the Administrative Agent, no later than 10:00 a.m. on the day 11:00 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.8.7 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) Eurodollar Business Days’ Days notice of any proposed repayment prepayment pursuant to this Section 3.3 ss.8.7 of LIBOR Eurodollar Rate Loans, in each case, case specifying the proposed date of payment 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 paidprepaid. Each such partial repayment prepayment of the Loans shall be in an a minimum amount of $10,000,000 500,000.00 or an integral multiple of $1,000,000 100,000.00 in excess thereof, 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 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)Loans. Each partial repayment 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 Loans's Notes, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any . (b) Notwithstanding the notice and minimum amount requirements set forth in ss.8.7 (a) but otherwise in accordance with the terms and conditions of this Credit Agreement, the Applicable Agent may, in its sole discretion at the Borrower's request, apply amounts repaid under this Section 3.3 may be reborrowed prior held in the FNBB Concentration Accounts in payment of any Loans made to the Maturity Date as provided in Section 2.8Borrower by such Applicable Agent pursuant to ss.8.3(b) hereof, subject to the conditions of Section 10procedures for Settlement set forth in ss.8.6.

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 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 PROVIDED that any full or partial repayment prepayment of the Outstanding amount of any LIBOR Eurodollar 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 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 a.m. on the day 12:00 noon, Boston time, at least one (1) Business Day's prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 ss.3.3 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) Eurodollar Business Days’ ' notice of any proposed repayment prepayment pursuant to this Section 3.3 ss.3.3 of LIBOR Eurodollar 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 a minimum aggregate amount of $10,000,000 100,000 or an integral a whole multiple of $1,000,000 50,000 in excess thereof, 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 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)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 Revolving Credit 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 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 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, 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 a.m. on the day a.m., Boston 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 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 LoansNote, 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 and from time to time without penalty or premium, provided that any full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Eurodollar 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, Agent written notice of any proposed prepayment no later than 10:00 a.m. (i) 2:00 p.m., Boston time, on the day date of any proposed repayment prepayment pursuant to this Section 3.3 of Federal Funds Base Rate Loans, Alternate Base Rate Loans or Swing Loansand (ii) 10:00 a.m., and Boston time, at least three (3) Eurodollar Business Days’ notice of Days prior to any proposed repayment prepayment pursuant to this Section 3.3 of LIBOR Eurodollar 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 Base Rate Loans shall be in an a minimum amount of $10,000,000 100,000, and each such partial prepayment of Eurodollar Rate Loans shall be in a minimum amount of $1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof, thereof and shall be accompanied by the payment of accrued interest on the principal repaid prepaid to the date of payment, and shall be applied, in prepayment. In the absence of instruction by the applicable BorrowerBorrowers, each such partial prepayment of the Loans shall be applied 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 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, proportion 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 Notwithstanding the notice and minimum requirements set forth in this Section 3.3 may be reborrowed prior 3.3, the Agent may, in its sole discretion, allow the Borrowers to repay Base Rate Loans made by the Maturity Date Agent in amounts as provided in Section 2.8, subject to otherwise requested by the conditions of Section 10Borrowers.

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 premium, provided PROVIDED that any full or partial repayment prepayment of the Outstanding outstanding amount of any LIBOR Eurodollar Rate Loans pursuant to this Section 3.3 /section/3.3 may be made only on a date other than the last day of the Interest Period relating thereto unless the Borrowers shall be subject pay to customary breakage charges as provided in Section 4.9the Agent for the respective accounts of the Banks the additional amount, if any, required by /section/4.8(c) of this Credit Agreement. The applicable Borrower Borrowers 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 LoansHartford time, and three at least two (32) Eurodollar Business Days’ ' prior notice of any proposed repayment prepayment pursuant to this Section 3.3 /section/3.3 of LIBOR Eurodollar 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 thereof500,000, 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 Base Rate Loans made to such Borrower, second and then to the principal of Alternate Eurodollar Rate Loans (except that the foregoing limitation shall not be applicable to Base Rate Loans made to such Borrower, third to the principal extent that the source of Federal Funds Rate Loans and fourth to prepayment is funds held in the principal of LIBOR Loans made to such Borrower (in inverse order of Borrowers' holding account maintained with the last days of their respective Interest PeriodsAgent). 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 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./section/4. CERTAIN GENERAL PROVISIONS

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 PROVIDED that any full or partial repayment prepayment of the Outstanding amount of any LIBOR Eurodollar 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 shall give the Administrative Agent, no later than 1:00 p.m., Boston time (10:00 a.m. San Diego time), (i) on the day date 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) Eurodollar Business Days’ Days notice of any proposed repayment prepayment pursuant to this Section 3.3 of LIBOR Eurodollar 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 thereof100,000, 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 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 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)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 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 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 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 Borrower (a) The Borrowers shall have the right, at its the Parent's 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 Eurodollar 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. a.m., Boston time, on the day Business Day of the proposed 45 -37- prepayment irrevocable 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) Eurodollar Business Days’ Days notice of any proposed repayment prepayment pursuant to this Section 3.3 of LIBOR Eurodollar 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 a minimum amount of $10,000,000 500,000.00 or an integral multiple of $1,000,000 100,000.00 in excess thereof, 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 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)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 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 . (b) Notwithstanding the Maturity Date as provided in Section 2.8foregoing, subject to the conditions provisions of Section 102.5, the Agent may, in its sole discretion and without consulting with the Banks, allow the Borrower to repay the swing line Loans (i) from collections received by the Borrower, or (ii) in such other amounts requested by the Borrower.

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 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 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 PROVIDED that any full or partial repayment prepayment of the Outstanding amount of any LIBOR Eurodollar 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 unless the Borrower pays to customary the Agent, for the PRO RATA accounts of the Banks, any breakage charges as provided fees or other costs arising from or associated with such prepayment in accordance with the requirements of Section 4.9. 5.9 hereof.. The applicable Borrower shall give the Administrative Agent, no later than 1:00 p.m., Boston time (10:00 a.m. San Diego time), (i) on the day date 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) Eurodollar Business Days’ Days notice of any proposed repayment prepayment pursuant to this Section 3.3 of LIBOR Eurodollar 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 thereof100,000, 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 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 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)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 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 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.

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 itany Loan, 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 Loans pursuant to this Section 3.3 5.7 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 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 LoansNew York, and New York time, at least three (3) Business Days’ Days prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 5.7 of Base Rate Loans, and four (4) LIBOR Business Days notice of any proposed prepayment pursuant to this Section 5.7 of LIBOR Loans, in each case, case specifying the proposed date of payment prepayment of Loans Loans, the nature of the Loan as a Revolving Credit Loan and the principal amount to be paidprepaid. Each such partial repayment prepayment of the Loans shall be in an a minimum amount of $10,000,000 500,000.00 or an integral multiple of $1,000,000 100,000.00 in excess thereof, 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 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)Loans. Each partial repayment prepayment of Loans shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank’s Loans's Notes, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. Any . (b) Notwithstanding the notice and minimum amount requirements set forth in Section 5.7(a) but otherwise in accordance with the terms and conditions of this Credit Agreement, the Administrative Agent may, in its sole discretion at the Borrower's request, apply amounts repaid under this Section 3.3 may be reborrowed prior held in any deposit account maintained by Borrower with Administrative Agent in payment of any Loans made to the Maturity Date as provided in Borrower by the Administrative Agent pursuant to Section 2.85.3(b) hereof, subject to the conditions of procedures for Settlement set forth in Section 105.6.

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 so prepaid. (b) The Australian Borrower shall have the right, at its election, to repay the outstanding amount of the Australian Revolving Credit 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 Australian Revolving Credit Loans pursuant to this Section 3.3 (S)4.3(b) may be reborrowed made only on the last day of the Interest Period relating thereto. The Australian Borrower shall give the Australian Agent, no later than 10:00 a.m., Sydney time, at least two (2) Australian Business Days' prior written notice of any proposed repayment of Australian Revolving Credit Loans pursuant to this (S)4.3(b), and shall specify the proposed date of prepayment of such Australian Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Australian Revolving Credit Loans shall be in an integral multiple of Aus.$500,000. Each partial prepayment shall be allocated among the Australian Banks, in proportion, as nearly as practicable, to the Maturity Date as provided in Section 2.8respective unpaid Outstanding principal amount of the applicable Australian Revolving Credit Loan Account of such Bank, subject with adjustments to the conditions extent practicable to equalize any prior repayments not exactly in proportion. (c) The Canadian Borrower shall have the right at any time to prepay the Canadian Term Loan on or before the Maturity Date, as a whole, or in part, upon not less than five (5) US Business Days prior written notice to the Administrative Agent, without premium or penalty, provided that (i) each partial prepayment shall be in an integral -------- multiple of Section 10.the Canadian Dollar Equivalent of Cdn. $500,000 thereof, (ii) no portion of the Canadian Term Loan bearing interest at the Canadian Eurodollar Rate may be prepaid pursuant to this (S)(S)4.3

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 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 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 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 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 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 prepayment of the Outstanding outstanding amount of any LIBOR Eurodollar Rate Loans pursuant to this Section 3.3 [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 shall give the Administrative Agent, no later than 10:00 a.m. on the day a.m., Boston time, at least one (1) Business Day prior written notice of any proposed repayment prepayment pursuant to this Section 3.3 [Section]3.3 of Federal Funds Rate Loans, Alternate Base Rate Loans or Swing Loans, and three (3) Eurodollar Business Days’ Days notice of any proposed repayment prepayment pursuant to this Section 3.3 [Section]3.3 of LIBOR Eurodollar 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 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 Eurodollar Rate Loans made to such Borrower, third to Loans. Accrued interest on the principal of Federal Funds Rate Loans prepaid in connection with each such partial prepayment shall be due and fourth to 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 LIBOR Loans made to such Borrower (in inverse order of the last days of their respective Interest Periods)prepayment. 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 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 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 Germany shall have the right, at its election, to repay the outstanding amount of the Xxxxxx Germany Loans, 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’ 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 (5), 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 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 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.