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

Optional Repayments of Revolving Credit Loans. Each of the Borrowers shall have the right, at its election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject to ss.5.10); provided, however, (a) no prepayment of the Revolving Credit B Loans shall be made if at the time of such prepayment the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment of the Subdebt Funding Loans shall be made if at the time of such prepayment there are any outstanding Revolving Credit A Loans or Term Loans; and (c) no prepayment of the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal to the Maximum Initial Amount and there are any outstanding Revolving Credit B Loans other than the Subdebt Funding Loans. The applicable Borrower shall give the 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.2.13 of Eurocurrency Rate Loans, in each case specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $500,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the applicable Borrower, in accordance with ss.2.12.4(a)(iii) hereof. Each partial prepayment shall be allocated among the applicable Revolving Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving Bank's Revolving Credit A Note or loan account or Revolving Credit B Note 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. Each of the The Borrowers shall have the right, at its their election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject to ss.5.10); providedpremium, however, (a) no provided that any full or partial prepayment of the Revolving Credit B outstanding amount of any Eurocurrency Rate Loans shall pursuant to this ss.3.3 may be made if at only on the time of such prepayment the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment last day of the Subdebt Funding Loans shall be made if at Interest Period relating thereto unless breakage costs incurred by the time of such prepayment there Lenders in connection therewith are any outstanding Revolving Credit A Loans or Term Loans; and (c) no prepayment of paid by the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal to the Maximum Initial Amount and there are any outstanding Revolving Credit B Loans other than the Subdebt Funding LoansBorrowers in accordance with ss.4.10. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m.a.m. (Boston time), Boston time on the date of any prepayment at least (a) three (3) Business Days prior written notice of any proposed prepayment pursuant to this ss.2.13 ss.3.3 of Base Rate Loans, and two (2b) four (4) Business Days notice of any proposed prepayment pursuant to this ss.2.13 ss.3.3 of Eurocurrency Rate LoansLoans denominated in Dollars and (c) five (5) Business Days notice of any proposed prepayment pursuant to this ss.3.3 of Eurocurrency Rate Loans denominated in Euros, in each case specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $500,0001,000,000, (or the Dollar Equivalent in the case of Revolving Credit Loans denominated in Euros) 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, in accordance with ss.2.12.4(a)(iii) hereoffirst to the principal of Base Rate Loans and then to the principal of Eurocurrency Rate Loans. Each partial prepayment shall be allocated among the applicable Revolving BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving BankLender's Revolving Credit A Note or loan account or Revolving Credit B Note or loan account, as the case may beNote, 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. Each of the Borrowers The Borrower shall -------- ---------- -- --------- ------ ----- have the right, at its election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject to ss.5.10); providedpremium, however, (a) no provided that any full or partial prepayment of the Revolving Credit B outstanding amount -------- ---- of any Eurodollar Rate Loans shall pursuant to this (S)3.3 may be made only on the last day of the Interest Period relating thereto, or, if at the time of such prepayment is made prior to the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment last day of the Subdebt Funding Loans shall be made if at Interest Period relating thereto, the time of Borrower pays any costs associated with such prepayment there are any outstanding Revolving Credit A Loans or Term Loans; and as more fully described in (c) no prepayment of the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal to the Maximum Initial Amount and there are any outstanding Revolving Credit B Loans other than the Subdebt Funding LoansS)5.10. The applicable Borrower shall give the Agent, no later than 10:00 a.m.11:00 a.m. (Boston time), Boston time on the date of any prepayment at least one (1) Business Day prior written notice of any proposed prepayment pursuant to this ss.2.13 (S)3.3 of Base Rate Loans, and two three (23) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.2.13 (S)3.3 of Eurocurrency Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $500,000100,000, 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, in accordance with ss.2.12.4(a)(iii) hereoffirst to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Each partial prepayment shall be allocated among the applicable Revolving Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving Bank's Revolving Credit A Note or loan account or Revolving Credit B Note or loan account, as the case may beNote, 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. Each of the The Borrowers shall have the right, at its their election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject premium, provided that any full or partial prepayment of the outstanding amount of any LIBOR Rate Loans pursuant to ss.5.10); provided, howeverthis Section 3.3 may be made only on the last day of the Interest Period relating thereto. The Borrowers shall give the Administrative Agent, (a) no prepayment of the Revolving Credit B Loans shall be made if at the time of such prepayment the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment of the Subdebt Funding Loans shall be made if at the time of such prepayment there are any outstanding Revolving Credit A Loans or Term Loans; and (c) no prepayment of the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal to the Maximum Initial Amount and there are any outstanding Revolving Credit B Loans other than the Subdebt Funding Loans. The applicable Borrower shall give the Agent, no later than 10:00 11:00 a.m., Boston time Hartford time, on the date of any proposed prepayment of Base Rate Loans pursuant to this Section 3.3 and (b) not less than three (3) LIBOR Business Days prior to any proposed prepayment of any LIBOR Rate Loans pursuant to this Section 3.3, prior written notice of any such 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.2.13 of Eurocurrency Rate Loansprepayment, in each case specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $500,000100,000, 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, in accordance with ss.2.12.4(a)(iii) hereoffirst to the principal of Base Rate Loans and then to the principal of LIBOR Rate Loans. Each partial prepayment shall be allocated among the applicable Revolving BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving BankLender's Revolving Credit A Note or loan account or Revolving Credit B Note or loan account, as the case may beNote, 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. Each of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject to ss.5.10); providedpremium, however, (a) no provided that any full or partial prepayment of the Revolving Credit B outstanding amount of any LIBOR Rate Loans shall pursuant to this (S)3.3 may be made if at only on the time of such prepayment the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment last day of the Subdebt Funding Loans shall be made if at the time of such prepayment there are any outstanding Revolving Credit A Loans or Term Loans; and (c) no prepayment of the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal to the Maximum Initial Amount and there are any outstanding Revolving Credit B Loans other than the Subdebt Funding LoansInterest Period relating thereto. The applicable Borrower shall give the Agent, no later than 10:00 a.m., Boston time on the date of any prepayment Chicago time, at least one (1) Business Day prior written notice of any proposed prepayment pursuant to this ss.2.13 (S)3.3 of Base Rate Loans, and two three (23) Business Days notice of any proposed prepayment pursuant to this ss.2.13 (S)3.3 of Eurocurrency LIBOR Rate Loans, in each case specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an amount of not less than $2,000,000 and an integral multiple of $500,000500,000 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 Base Rate Loans and then to the principal of LIBOR Rate Loans. Notwithstanding anything to the contrary contained herein, all optional repayments hereunder shall be applied first to the outstanding Revolving Credit B Loans and then, to the extent the Revolving Credit B Loans have been repaid in accordance with ss.2.12.4(a)(iii) hereoffull, to the Revolving Credit A Loans. Each partial prepayment shall be allocated among the applicable Revolving Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving Bank's Revolving Credit A Note or loan account or Revolving Credit B Note or loan account, as the case may beNote, 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. Each of the The Borrowers shall have the right, at its their election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject to ss.5.10); providedpremium, however, (a) no PROVIDED that any full or partial prepayment of the Revolving Credit B outstanding amount of any Eurocurrency Rate Loans shall pursuant to this Section 2.13.3 may be made if at only on the time of such prepayment the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment last day of the Subdebt Funding Loans shall be made if at Interest Period relating thereto unless breakage costs incurred by the time of such prepayment there Lenders in connection therewith are any outstanding Revolving Credit A Loans or Term Loans; and (c) no prepayment of paid by the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal to the Maximum Initial Amount and there are any outstanding Revolving Credit B Loans other than the Subdebt Funding LoansBorrowers in accordance with Section 4.10. The applicable Borrower shall give the Administrative Agent, no later than 10:00 a.m.a.m. (Hartford time), Boston time on the date of any prepayment at least (a) one (1) Business Days prior written notice of any proposed prepayment pursuant to this ss.2.13 Section 2.13.3 of Base Rate Loans, and two (2b) three (3) Business Days notice of any proposed prepayment pursuant to this ss.2.13 Section 2.13.3 of Eurocurrency Rate Loans, in each case specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $500,0001,000,000, (or the Pounds Sterling Equivalent or the Euro Equivalent, as applicable, in the case of Revolving Credit Loans denominated in Pounds Sterling or Euros) 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, in accordance with ss.2.12.4(a)(iii) hereofFIRST to the principal of Base Rate Loans which are Fronted Loans, SECOND to the principal of all other Base Rate Loans, THIRD to the principal of Eurocurrency Rate Loans which are Fronted Loans and FOURTH to the principal of all other Eurocurrency Rate Loans. Each partial prepayment shall be allocated among the applicable Revolving BanksLenders and the Fronting Bank, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving BankLender's Revolving Credit A Note or loan account or Revolving Credit B Note 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 With respect to borrowings under any Overdraft Facility, the Revolving Credit Loans shall prior notice requirements may be applied first, to such Loans borrowed in compliance with waived by 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 IndentureFronting Bank.

Optional Repayments of Revolving Credit Loans. Each of the The Borrowers shall have the right, at its their election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject to ss.5.10); providedpremium, however, (a) no provided that any full or partial prepayment of the Revolving Credit B outstanding amount of any Eurocurrency Rate Loans pursuant to this Section 3.3 made other than on the last day of the Interest Period relating thereto shall be made if at the time of such prepayment the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment of the Subdebt Funding Loans shall be made if at the time of such prepayment there are any outstanding Revolving Credit A Loans or Term Loans; and (c) no prepayment of the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal subject to the Maximum Initial Amount and there are payment of any outstanding Revolving Credit B Loans other than the Subdebt Funding Loansadditional costs described in Section 5.10 incurred by any Lender. The applicable Borrower Borrowers shall give the Administrative Agent, no later than 10:00 a.m.a.m. (Eastern time), Boston time on the date of any prepayment at least one (1) Business Day prior written notice of any proposed prepayment pursuant to this ss.2.13 Section 3.3 of Base Rate Loans, Loans or Eurocurrency Rate Loans denominated in Dollars and two four (24) Business Days notice of any proposed prepayment pursuant to this ss.2.13 Section 3.3 of Eurocurrency Rate LoansLoans denominated in an Optional Currency, in each case specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral the amount of $2,000,000 or a multiple of $500,0001,000,000 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, in accordance with ss.2.12.4(a)(iii) hereoffirst to the principal of Base Rate Loans and then to the principal of Eurocurrency Rate Loans. Each partial prepayment shall be allocated among the applicable Revolving BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving BankLender's Revolving Credit A Note or loan account or Revolving Credit B Note or loan account, as the case may beNote, 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. Each of the Borrowers The Borrower shall have the right, at its election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B and Fixed Rate Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject to ss.5.10); providedpremium, however, (a) no provided that any full or partial prepayment of the Revolving Credit B outstanding amount of any Eurodollar Rate Loans shall pursuant to this Section 3.3 may be made if at only on the time of such prepayment the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment last day of the Subdebt Funding Loans shall be made if at Interest Period relating thereto unless breakage costs described in Section 5.10 in connection therewith are paid by the time of such prepayment there are any outstanding Revolving Credit A Loans or Term Loans; and (c) no prepayment of the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal to the Maximum Initial Amount and there are any outstanding Revolving Credit B Loans other than the Subdebt Funding LoansBorrower. The applicable Borrower shall give the Administrative Agent, no later than 10:00 11:00 a.m., Boston time time, on the date of any prepayment such day written notice of any proposed prepayment pursuant to this ss.2.13 Section 3.3 of Base Prime Rate Loans, and two no later than 12:00 noon, Boston time, three (23) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.2.13 Section 3.3 of Eurocurrency Fixed Rate Loans or Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $500,000500,000 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, in accordance with ss.2.12.4(a)(iii) hereoffirst to the principal of Fixed Rate Loans, second to the principal of Prime Rate Loans and third to the principal of Eurodollar Rate Loans. Each partial prepayment shall be allocated among the applicable Revolving BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving BankLender's Revolving Credit A Note or loan account or Revolving Credit B Note or loan account, as the case may beNote, 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. Each of the Borrowers The Borrower shall --------------------------------------------- have the right, at its election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject to ss.5.10); providedpremium, however, (a) no provided that any full or partial prepayment of the Revolving Credit B outstanding amount -------- of any Eurodollar Rate Loans shall pursuant to this ss.3.3 may be made if at only on the time of such prepayment the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment last day of the Subdebt Funding Loans shall be made if at the time of such prepayment there are any outstanding Revolving Credit A Loans or Term Loans; and (c) no prepayment of the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal to the Maximum Initial Amount and there are any outstanding Revolving Credit B Loans other than the Subdebt Funding LoansInterest Period relating thereto. The applicable Borrower shall give the Agent, no later than 10:00 a.m.12:00 noon, Boston time on the date of any prepayment time, at least one (1) Business Day prior written notice of any proposed prepayment pursuant to this ss.2.13 ss.3.3 of Base Rate Loans, and two four (24) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.2.13 ss.3.3 of Eurocurrency Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $500,000, 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 Base Rate Loans and then to the principal of Eurodollar Rate Loans, at the Agent's option, and shall be in accordance with ss.2.12.4(a)(iii) hereofan integral multiple of $500,000 in the case of a partial prepayment of Eurodollar Rate Loans. Each partial prepayment shall be allocated among the applicable Revolving Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving Bank's Revolving Credit A Note or loan account or Revolving Credit B Note or loan account, as the case may beNote, 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. Each of the The Borrowers shall have the right, at its their election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject premium, PROVIDED that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to ss.5.10); provided, however, (a) no prepayment this ss.2.6 may be made only on the last day of the Interest Period relating thereto. Except for repayments of the Revolving Credit B Loans shall be made if at as contemplated by ss.2.14 the time of such prepayment the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment of the Subdebt Funding Loans shall be made if at the time of such prepayment there are any outstanding Revolving Credit A Loans or Term Loans; and (c) no prepayment of the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal to the Maximum Initial Amount and there are any outstanding Revolving Credit B Loans other than the Subdebt Funding Loans. The applicable Borrower Borrowers' Representative shall give the Administrative Agent, no later than 10:00 a.m.12:00 noon, Boston time on the date of any prepayment time, at least one (1) Business Day prior written notice of any proposed prepayment pursuant to this ss.2.13 ss.2.6 of Base Rate Loans, and two three (23) Eurodollar Business Days notice of any proposed prepayment pursuant to this ss.2.13 ss.2.6 of Eurocurrency Eurodollar Rate Loans, in each case case, specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an amount equal to $1,000,000 or an integral multiple of $500,0001,000,000 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 BorrowerBorrowers' Representative, in accordance with ss.2.12.4(a)(iii) hereoffirst to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Each partial prepayment shall be allocated among the applicable Revolving BanksLenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving BankLender's Revolving Credit A Note or loan account or Revolving Credit B Note or loan account, as the case may beNote, 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. Each of the Borrowers shall have the right, at its election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject to ss.5.10Section 5.10); provided, however, (a) no prepayment of the Revolving Credit B Loans shall be made if at the time of such prepayment the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment of the Subdebt Funding Loans shall be made if at the time of such prepayment there are any outstanding Revolving Credit A Loans or Term Loans; and (c) no prepayment of the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal to the Maximum Initial Amount and there are any outstanding Revolving Credit B Loans other than the Subdebt Funding Loans. The applicable Borrower shall give the 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 Section 2.13 of Base Rate Loans, and two (2) Business Days notice of any proposed prepayment pursuant to this ss.2.13 Section 2.13 of Eurocurrency Rate Loans, in each case specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $500,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the applicable Borrower, in accordance with ss.2.12.4(a)(iiiSection 2.12.4(a)(iii) hereof. Each partial prepayment shall be allocated among the applicable Revolving Banks, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving Bank's Revolving Credit A Note or loan account or Revolving Credit B Note 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 Section 4.09 of the Subordinated Indenture, and second, to such Loans borrowed in compliance with the first paragraph of ss.4.09 Section 4.09 of the Subordinated Indenture.

Optional Repayments of Revolving Credit Loans. Each of the The Domestic Borrowers shall have the right, at its their election, to repay the outstanding amount of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, as a whole or in part, at any time without penalty or premium (but subject to ss.5.10); providedpremium, however, (a) no provided that any full or partial prepayment of the Revolving Credit B outstanding amount of any Eurocurrency Rate Loans shall pursuant to this section 2.11 may be made if at only on the time last day of the Interest Period relating thereto, unless all costs in connection with such prepayment the Revolver A Exposure exceeds the Maximum Initial Amount, (b) no prepayment of the Subdebt Funding Loans shall be made if at the time of are paid in full simultaneously with such prepayment there are any outstanding Revolving Credit A Loans or Term Loans; and (c) no prepayment of the Revolving Credit A Loans shall be made if, at the time of making such prepayment, the Revolver A Exposure is less than or equal pursuant to the Maximum Initial Amount and there are any outstanding Revolving Credit B Loans other than the Subdebt Funding Loanssection 6.9. The applicable Borrower Domestic Borrowers shall give the Agent, no later than 10:00 a.m., Boston time on the date of any prepayment Hartford time, at least one (1) Business Day prior written notice of any proposed prepayment pursuant to this ss.2.13 section 2.11 of Base Rate Loans, and two three (23) Eurocurrency Business Days notice of any proposed prepayment pursuant to this ss.2.13 section 2.11 of Eurocurrency Rate Loans, in each case specifying the proposed date of prepayment of Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $500,000500,000 in the case of Base Rate Loans, and $1,000,000 in the case of Eurocurrency 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 BorrowerDomestic Borrowers, in accordance with ss.2.12.4(a)(iii) hereoffirst to the principal of Base Rate Loans and then to the principal of Eurocurrency Rate Loans or both, at the Agent's option. Each partial prepayment shall be allocated among the applicable Revolving BanksDomestic Lenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Revolving BankDomestic Lender's Revolving Credit A Note or loan account or Revolving Credit B Note or loan account, as the case may beNote, 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.