Common use of Optional Repayments of Revolving Credit Loans Clause in Contracts

Optional Repayments of Revolving Credit Loans. Any of the Borrowers shall have the right, at its election, to repay the outstanding amount of the 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 Eurocurrency Rate Loan pursuant to this ss.3.3 may be made only on the last day of the Interest Period relating thereto. The applicable Borrower shall give the Agent at least two (2) Business Days notice of any proposed prepayment pursuant to this ss.3.3 of any Eurocurrency Rate Loans, specifying the proposed date of prepayment of such Eurocurrency Rate Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,000, 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 the Base Rate Loans, if any, and then to the principal of the Eurocurrency Rate Loans. 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 Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the Revolving Credit Loans, as a in whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the outstanding amount of any Eurocurrency no Eurodollar Rate Loan Loans may be prepaid pursuant to this ss.3.3 may be made only §2.10.3 except on the last day of the Interest Period relating theretothereto unless breakage costs incurred by the Revolving Credit Lenders in connection therewith are paid by the Borrower in accordance with §6.10. The applicable Borrower shall give the Administrative Agent written notice by no later than 11:00 a.m. (Dallas, Texas time) at least two one (21) Business Days notice Day prior to the proposed date of any proposed prepayment pursuant to this ss.3.3 §2.10.3 of Base Rate Loans, and at least three (3) Eurodollar Business Days’ prior to the proposed date of any Eurocurrency prepayment pursuant to this §2.10.3 of Eurodollar Rate Loans, in each case, specifying the proposed date of prepayment of such Eurocurrency Rate Loans and Revolving Credit Loans, the principal amount to be prepaidprepaid and, in the case of any prepayment Eurodollar Rate Loans, the Interest Period of such Eurodollar Rate Loans. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,0002,000,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and, as applicable, any breakage costs incurred by the Revolving Credit Lenders in connection therewith in accordance with §6.10 and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Eurodollar Rate Loans. Each partial prepayment shall be allocated among the BanksRevolving Credit Lenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Revolving Credit Lender’s Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the 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 Eurocurrency Eurodollar Rate Loan Loans pursuant to this ss.3.3 may be made only on the last day of the Interest Period relating thereto. The applicable Borrower shall give the Agent Agent, no later than 10:00 a.m., Boston time, at least two one (21) 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 any Eurocurrency Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,0001,000,000, 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 the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Eurodollar Rate Loans, at the Agent'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 Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have --------------------------------------------- the right, at its election, to repay the outstanding amount of the 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 Eurocurrency -------- Eurodollar Rate Loan Loans pursuant to this ss.3.3 may be made only on the last day of the Interest Period relating thereto. The applicable Borrower shall give the Agent Agent, no later than 12:00 noon, Boston time, at least two one (21) Business Day prior written notice of any proposed prepayment pursuant to this ss.3.3 of Base Rate Loans, and four (4) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 of any Eurocurrency Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and prepayment, shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of the Base Rate Loans, if any, Loans and then to the principal of Eurodollar Rate Loans, at the Eurocurrency Agent's option, and shall be in an integral multiple of $500,000 in the case of a partial prepayment of Eurodollar Rate Loans. 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 Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the The Borrowers shall have the right, at its their election, to repay the outstanding amount of the 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 Eurocurrency Rate Loan Loans pursuant to this ss.3.3 may be ss. 3.3 made only other than on the last day of the Interest Period relating theretothereto shall be subject to the payment of any additional costs described in ss. 5.10 incurred by any Lender. The applicable Borrower Borrowers shall give the Agent Administrative Agent, no later than 10:00 a.m. (Eastern time), at least two one (21) Business Day prior written notice of any proposed prepayment pursuant to this ss. 3.3 of Base Rate Loans or Eurocurrency Rate Loans denominated in Dollars and four (4) Business Days notice of any proposed prepayment pursuant to this ss.3.3 ss. 3.3 of any Eurocurrency Rate LoansLoans denominated in an Optional Currency, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral the amount of $5,000,000 or a multiple of $50,0001,000,000 in excess thereof (or the equivalent thereof in an Optional Currency), 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 BorrowerBorrowers, first to the principal of the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Rate Loans. Each partial prepayment shall be allocated among the BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each BankLender's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the 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 Eurocurrency Eurodollar Rate Loan Loans pursuant to this ss.3.3 may be made only on the last day of the Interest Period relating thereto. The applicable Borrower shall give the Administrative Agent at least two (2) Business Days notice of any proposed prepayment pursuant to this ss.3.3 of Base Rate Loans not later than 11:00 a.m. New York time on the Business Day prior to the date of such prepayment and of any Eurocurrency proposed prepayment pursuant to this ss.3.3 of Eurodollar Rate LoansLoans not less than two (2) Eurodollar Business Days prior to the date of such prepayment, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Loans and Revolving Credit Loans, the principal amount to be prepaidprepaid and which Loan is to be repaid. Each such partial prepayment of the Revolving Credit Loans shall be in a minimum amount of $5,000,000 or an integral multiple of $50,0001,000,000 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 applicable Borrower, first to the principal of the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Eurodollar Rate Loans. Each partial prepayment shall be allocated among the BanksBanks in accordance with their respective Revolving Credit Commitment Percentages, 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 Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the Revolving Credit 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 Eurocurrency Eurodollar Rate Loan Loans pursuant to this ss.3.3 may be Section 3.3 which is made only on any date other than the last day of the Interest Period relating theretothereto shall be subject to Section 5.10 hereof. The applicable Borrower shall give the Agent Administrative Agent, no later than 10:00 a.m., Boston time, at least two one (21) Business Days prior written notice of any proposed prepayment pursuant to this 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 any Eurocurrency Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,000500,000, 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 the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Eurodollar Rate Loans. Each partial prepayment shall be allocated among the BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each BankLender's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the 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 Eurocurrency no Eurodollar Rate Loan Loans may be prepaid pursuant to this ss.3.3 may be made only §2.10.3 except on the last day of the Interest Period relating theretothereto unless breakage costs incurred by the Revolving Credit Lenders in connection therewith are paid by the Borrower in accordance with §6.10. The applicable Borrower shall give the Administrative Agent written notice by no later than 11:00 a.m. (Dallas, Texas time) at least two one (21) Business Days notice Day prior to the proposed date of any proposed prepayment pursuant to this ss.3.3 §2.10.3 of any Eurocurrency Base Rate Loans, and at least three (3) Eurodollar Business Days’ prior to the proposed date of any prepayment pursuant to this §2.10.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,0002,000,000, 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 the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Eurodollar Rate Loans. Each partial prepayment shall be allocated among the BanksRevolving Credit Lenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Revolving Credit Lender’s Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the 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 Eurocurrency Eurodollar Rate Loan Loans pursuant to this ss.3.3 3.3 may be made only on the last day of the Interest Period relating thereto. The applicable Borrower shall give the Agent at least two (2) Business Days prior written notice of any proposed prepayment pursuant to this ss.3.3 3.3 of any Eurocurrency Base Rate Loans, no later than 10:00 a.m., Boston time, on the day of such prepayment and two (2) Eurodollar Business Days' notice of any proposed prepayment pursuant to this 3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each Except with respect to funds applied pursuant to 9.14 hereof, each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,000100,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be appliedprepayment, in the absence of instruction by the applicable Borrower, first to the principal of the Base Rate Loans, if any, and then to the principal of the Eurocurrency Rate Loans. Each partial prepayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each such Bank's Revolving Credit Note, with adjustments and shall be applied, in the absence of instruction by the Borrower, first to the extent practicable principal of Base Rate Loans and then to equalize any prior repayments not exactly in proportionthe principal of Eurodollar Rate Loans.

Optional Repayments of Revolving Credit Loans. Any of the The Borrowers shall have the right, at its their election, to repay the outstanding amount of the Revolving Credit Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of but subject to Section 6.9. The Borrowers shall give the outstanding amount Agent, no later than 12:00 noon (Boston time) at least one (1) Business Day prior written notice of any Eurocurrency Rate Loan proposed prepayment pursuant to this ss.3.3 may be made only on the last day Section 3.3 of the Interest Period relating thereto. The applicable Borrower shall give the Agent at least two Base Rate Loans, and three (23) Business Days notice of any proposed prepayment pursuant to this ss.3.3 Section 3.3 of any Eurocurrency Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,0001,000,000 (or the Dollar Equivalent) or a whole multiple of $100,000 (or the Dollar Equivalent) 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 applicable Borrower, first to the principal of the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Rate Loans. Each partial prepayment shall be allocated among the BanksBanks and the Fronting Bank, 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 Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the 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 Eurocurrency Eurodollar Rate Loan Loans pursuant to this ss.3.3 (S)3.3 may be made only on the last day of the Interest Period relating thereto. The applicable Borrower shall give the Agent prior written notice (a) except as expressly provided for in (S)8.13 hereof, no later than 10:00 a.m., Hartford time of any proposed prepayment pursuant to this (S)3.3 of Base Rate Loans, and (b) at least two three (23) -10- Eurodollar Business Days Days' notice of any proposed prepayment pursuant to this ss.3.3 (S)3.3 of any Eurocurrency Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each Except as expressly provided for in (S)8.13 hereof with respect to Base Rate Loans only, each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of (1) $50,0001,000,000 with respect to Eurodollar Rate Loans and (2) $50,000 with respect to Base Rate Loans, 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 the Base Rate Loans, if any, Loans and then to the principal of Eurodollar Rate Loans or both, at the Eurocurrency Rate LoansAgent'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 Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the Revolving Credit Loans, as a whole or in part, at any time without premium or penalty or premium(but subject to Section 6.9), provided that any full or partial prepayment of the outstanding amount of any Eurocurrency Rate Loan pursuant to this ss.3.3 may be made only on the last day of the Interest Period relating thereto. The applicable Borrower shall give the Agent Administrative Agent, no later than 10:00 a.m., Boston time, at least two five (25) Business Days prior written notice of any proposed prepayment pursuant to this Section 3.3 of Base Rate Loans, and five (5) LIBOR Business Days notice of any proposed prepayment pursuant to this ss.3.3 Section 3.3 of any Eurocurrency LIBOR Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,000500,000, 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 the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency LIBOR Rate Loans, at the Administrative Agent'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 Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the 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 Eurocurrency Eurodollar Rate Loan Loans pursuant to this ss.3.3 §3.3 may be made only on the last day of the Interest Period relating thereto. The applicable Borrower shall give the Agent Agent, no later than 11:00 a.m., Boston time, at least two one (21) Business Day prior written notice of any proposed prepayment pursuant to this §3.3 of Base Rate Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 §3.3 of any Eurocurrency Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,000250,000, 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 the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Eurodollar Rate Loans. 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 Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any Each of the Borrowers shall have the right, at its election, to repay the outstanding amount of the 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 Eurocurrency Rate Loan pursuant premium (but subject to this ss.3.3 may be made only on the last day of the Interest Period relating theretoss.5.10). The applicable Borrower shall give the Agent at least Agent, no later than 10:00 a.m., Boston time on the date of any prepayment written notice of any proposed prepayment pursuant to this ss.2.13 of Base Rate Loans, and two (2) Business Days notice of any proposed prepayment pursuant to this ss.3.3 ss.2.13 of any Eurocurrency Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,000500,000 (or the Dollar Equivalent), 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 the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Rate Loans. Each partial prepayment shall be allocated among the Banks, the Canadian Fronting Bank and the Fronting Bank, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Revolving Credit NoteNote or loan account, as the case may be, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. All repayments of the Revolving Credit Loans shall be applied first, to such Loans borrowed in compliance with the second paragraph of ss.4.09 of the Subordinated Indenture, and second, to such Loans borrowed in compliance with the first paragraph of ss.4.09 of the Subordinated Indenture.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the Revolving Credit Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment repayment of the outstanding amount of any Eurocurrency Eurodollar Rate Loan Loans pursuant to this ss.3.3 may be Section 3.3 made only on a date other than the last day of the Interest Period relating theretothereto shall be subject to customary breakage charges as provided in Section 4.9. The applicable Borrower shall give the Agent Administrative Agent, no later than 10:00 a.m., Hartford, Connecticut time, at least one (1) Business Day's prior written notice, of any proposed repayment pursuant to this Section 3.3 of Alternative Base Rate Loans, and two (2) Eurodollar Business Days Days' notice of any proposed prepayment repayment pursuant to this ss.3.3 Section 3.3 of any Eurocurrency Eurodollar Rate Loans, in each case, specifying the proposed date of prepayment payment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaidpaid. Each such partial prepayment repayment of the Revolving Credit Loans shall be in an amount of $1,000,000 or an integral multiple of $50,0001,000,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal prepaid repaid to the date of prepayment payment, and shall be applied, in the absence of instruction by the applicable Borrower, first to the principal of the Alternative Base Rate Loans, if any, Loans and then to the principal of Eurodollar Rate Loans (in inverse order of the Eurocurrency Rate Loanslast days of their respective Interest Periods). Each partial prepayment repayment shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Revolving Credit NoteLoans, 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 2.7, subject to the conditions of Section 10.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the 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 Eurocurrency Eurodollar Rate Loan Loans pursuant to this ss.3.3 (S)3.3 may be made only on the last day of the Interest Period relating thereto, or, if such prepayment is made prior to the last day of the Interest Period relating thereto, the Borrower pays any costs associated with such prepayment as more fully described in (S)5.10. The applicable Borrower shall give the Agent Agent, no later than 11:00 a.m. (Boston time), at least two one (21) Business Day prior written notice of any proposed prepayment pursuant to this (S)3.3 of Base Rate Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 (S)3.3 of any Eurocurrency Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,000100,000, 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 the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Eurodollar Rate Loans. 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 Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the The Borrowers shall have the right, at its their election, to repay the outstanding amount of the Revolving Credit 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 Eurocurrency Eurodollar Rate Loan Loans pursuant to this ss.3.3 may be made only on the last day of the Interest Period relating thereto. The applicable Borrower Borrowers shall give the Agent Administrative Agent, no later than 10:00 a.m., Boston time, at least two one (21) 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 any Eurocurrency Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,000100,000, 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 BorrowerBorrowers, first to the principal of the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Eurodollar Rate Loans. Each partial prepayment shall be allocated among the BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each BankLender's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the 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 Eurocurrency Eurodollar Rate Loan Loans pursuant to this ss.3.3 may be made only on the last day of the Interest Period relating thereto. The applicable Borrower shall give the Administrative Agent at least two (2) Business Days notice of any proposed prepayment pursuant to this ss.3.3 of Base Rate Loans not later than 11:00 a.m. New York time on the date of such prepayment and of any Eurocurrency proposed prepayment pursuant to this ss.3.3 of Eurodollar Rate LoansLoans not less than two (2) Eurodollar Business Days prior to the date of such prepayment, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Loans and Revolving Credit Loans, the principal amount to be prepaidprepaid and which Loan is to be repaid. Each such partial prepayment of the Revolving Credit Loans shall be in a minimum amount of $5,000,000 or an integral multiple of $50,0001,000,000 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 applicable Borrower, first to the principal of the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Eurodollar Rate Loans. 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 Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers Each Borrower shall have the right, at its election, to repay the outstanding amount of the its 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 Eurocurrency Rate Loan pursuant premium (but subject to this ss.3.3 may be made only on the last day of the Interest Period relating theretoss.5.10). The applicable Borrower shall give the Agent Agent, no later than 10:00 a.m., Boston time, at least two one (21) Business Days prior written notice of any proposed prepayment pursuant to this ss.3.3 of Base Rate Loans, and three (3) -42- Business Days notice of any proposed prepayment pursuant to this ss.3.3 of any Eurocurrency Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,000500,000 (or the Dollar Equivalent), 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 the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Rate Loans. Each partial prepayment shall be allocated among the BanksBanks and the Fronting Bank, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Bank's Revolving Credit NoteNote or loan account, as the case may be, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

Optional Repayments of Revolving Credit Loans. Any of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the 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 Eurocurrency no Eurodollar Rate Loan Loans may be prepaid pursuant to this ss.3.3 may be made only ss.2.10.3 except on the last day of the Interest Period relating theretothereto unless breakage costs incurred by the Revolving Credit Lenders in connection therewith are paid by the Borrower in accordance with ss.7.10. The applicable Borrower shall give the Agent Administrative Agent, no later than 11:00 a.m. (Houston, Texas time) at least two one (21) Business Day prior written notice of any proposed prepayment pursuant to this ss.2.10.3 of Base Rate Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.3.3 ss.2.10.3 of any Eurocurrency Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of such Eurocurrency Rate Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $50,0005,000,000, 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 the Base Rate Loans, if any, Loans and then to the principal of the Eurocurrency Eurodollar Rate Loans. Each partial prepayment shall be allocated among the BanksRevolving Credit Lenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each BankRevolving Credit Lender's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.