Common use of SPECIAL CONDITIONS AND LIMITATIONS ON LIBOR BORROWINGS Clause in Contracts

SPECIAL CONDITIONS AND LIMITATIONS ON LIBOR BORROWINGS. All Borrowings under Line of Credit A obtained on the Closing Date and for a period of three (3) Business Days thereafter shall be Prime Borrowings. Thereafter, Borrower shall have thecontinuing right, provided that no Event of Default or Default Condition exists, to obtain LIBOR Borrowings or to convert Prime Borrowings to LIBOR Borrowings under Line of Credit A or the Term Loan; subject, however, to the following conditions and limitations: (i) Borrower must request a LIBOR Borrowing, specifying the amount thereof and the applicable Interest Period, at least three (3) Business Days in advance of the intended Borrowing date; (ii) no more than three (3) LIBOR Borrowings may be outstanding at any one time; (iii) LIBOR Borrowings must be in minimum amounts of Five Hundred Thousand Dollars ($500,000), or integral multiples thereof; (iv) the Interest Period for LIBOR Borrowings shall not exceed the Termination Date, and the aggregate amount of LIBOR Borrowings in respect of the Term Loan must be consistent with, and not exceed, the scheduled principal amortization of the Term Loan; (v) if on or prior to the first day of any Interest Period, Lender determines that deposits in United States Dollars (in the applicable amounts) are not being offered in the relevant market for such Interest Period or that the LIBOR Rate will not adequately and fairly reflect the cost to Lender of funding any relevant borrowings for such Interest Period, then, Lender shall forthwith give notice thereof to Borrower, whereupon, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of Lender to make any further LIBOR Borrowings available to Borrower shall be suspended; (vi) if at any time, a change of law, or compliance by Lender with any request or directive (whether or not having the force of law) of any governmental authority shall make it unlawful or impracticable for Lender to make available, maintain or fund any LIBOR Borrowings, Lender shall forthwith give notice to such effect to Borrower, whereupon, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of Lender to make such borrowings available to Borrower shall be suspended and if Lender shall determine that it may not lawfully continue to maintain and fund any then outstanding borrowings to maturity and shall so specify in such notice, each Borrowing so affected shall be converted into a Prime Borrowing, effective immediately; (vii) unless Borrower has timely given Lender a notice of a LIBOR Borrowing required hereinabove, a LIBOR Borrowing shall automatically convert to a Prime Borrowing at the expiration of the Interest Period corresponding thereto; and (viii) upon the request of Lender, delivered to Borrower, Borrower shall pay to Lender such amount or amounts as shall be determined by Lender, in its good faith discretion, in connection with the relevant Interest Period as a result of: (A) any payment or prepayment of any LIBOR Borrowing by Borrower being made on a date other than the last day of an Interest Period for such borrowing, whether as a result of permitted voluntary prepayment, involuntary acceleration or otherwise (but not as a result of clause (vi) above); or (B) any failure by the Borrower to undertake any such LIBOR Borrowing on the date for which notice of such borrowing is specified by Borrower. In the case of clause (viii) above, such amount shall include an amount determined by Lender, in its good faith discretion, to be equal to the excess, if any, of the amount of interest which would have accrued on the amount so paid or prepaid or not prepaid or borrowed for the period from the date of such payment, prepayment or failure to prepay or borrow to the last day of the then current Interest Period for such borrowing (or, in the case of a failure to prepay or borrow, the Interest Period for such borrowing which would have commenced on the date of such failure to prepay or borrow) at the applicable rate of interest for such borrowing provided for herein over the amount of interest (as determined by Lender in the exercise of its good faith discretion) Lender would have paid on deposits in Dollars of comparable amounts having terms comparable to such period placed with it by leading banks in the London interbank market with respect to such LIBOR Borrowing.

SPECIAL CONDITIONS AND LIMITATIONS ON LIBOR BORROWINGS. All Borrowings under Line of Credit A obtained on the Closing Date and for a period of three (3) Business Days thereafter shall be Prime Borrowings. Thereafter, Borrower shall have thecontinuing the continuing right, provided that no Event of Default or Default Condition exists, to obtain LIBOR Borrowings or to convert Prime Borrowings to LIBOR Borrowings under Line of Credit A or the Term LoanBorrowings; subject, however, to the following conditions and limitations: (i) Borrower must request a LIBOR Borrowing, specifying the amount thereof and the applicable Interest Period, at least three (3) Business Days in advance of the intended Borrowing date; (ii) no more than three four (34) LIBOR Borrowings under the Line of Credit may be outstanding obtained at any one time; (iii) LIBOR Borrowings must be in minimum amounts of Five Hundred Thousand One Million Dollars ($500,0001,000,000), or integral multiples of Two Hundred Fifty Thousand Dollars ($250,000) in excess thereof; (iv) the Interest Period for LIBOR Borrowings in respect of the Line of Credit shall not exceed the Termination Date, and the aggregate amount of LIBOR Borrowings in respect of the Term Loan must be consistent with, and not exceed, the scheduled principal amortization of the Term Loan; (v) if on or prior to the first day of any Interest Period, Lender determines that deposits in United States Dollars (in the applicable amounts) are not being offered in the relevant market for such Interest Period or that the LIBOR Rate will not adequately and fairly reflect the cost to Lender of funding any relevant borrowings for such Interest Period, then, Lender shall forthwith give notice thereof to Borrower, whereupon, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of Lender to make any further LIBOR Borrowings available to Borrower shall be suspended; (vi) if at any time, a change of law, or compliance by Lender with any request or directive (whether or not having the force of law) of any governmental authority shall make it unlawful or impracticable for Lender to make available, maintain or fund any LIBOR Borrowings, Lender shall forthwith give notice to such effect to Borrower, whereupon, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of Lender to make such borrowings available to Borrower shall be suspended and if Lender shall determine that it may not lawfully continue to maintain and fund any then outstanding borrowings to maturity and shall so specify in such notice, each Borrowing so affected shall be converted into a Prime Borrowing, effective immediately; (vii) unless Borrower has timely given Lender a notice of a LIBOR Borrowing required hereinabove, a LIBOR Borrowing shall automatically convert to a Prime Borrowing at the expiration of the Interest Period corresponding thereto; and (viii) upon the request of Lender, delivered to Borrower, Borrower shall pay to Lender such amount or amounts as shall be determined by Lender, in its good faith discretion, Lender in connection with the relevant Interest Period as a result of: (A) any payment or prepayment of any LIBOR Borrowing by Borrower being made on a date other than the last day of an Interest Period for such borrowing, whether as a result of permitted voluntary prepayment, involuntary acceleration or otherwise (but not as a result of clause (vi) above)otherwise; or (B) any failure by the Borrower to undertake any such LIBOR Borrowing on the date for which notice of such borrowing is specified by Borrower. In the case of clause (viii) above, such amount shall include an amount determined by Lender, in its good faith discretion, to be equal to the excess, if any, of the amount of interest which would have accrued on the amount so paid or prepaid or not prepaid or borrowed for the period from the date of such payment, prepayment or failure to prepay or borrow to the last day of the then current Interest Period for such borrowing (or, in the case of a failure to prepay or borrow, the Interest Period for such borrowing which would have commenced on the date of such failure to prepay or borrow) at the applicable rate of interest for such borrowing provided for herein (determined without regard to the Applicable Margin) over the amount of interest (as determined by Lender in the exercise of its good faith discretion) Lender would have paid on deposits in Dollars of comparable amounts having terms comparable to such period placed with it by leading banks in the London interbank market with respect to such LIBOR Borrowingmarket.

SPECIAL CONDITIONS AND LIMITATIONS ON LIBOR BORROWINGS. All Borrowings under Line of Credit A obtained on the Closing Date and for a period of three (3) Business Days thereafter shall be Prime Borrowings. Thereafter, Borrower The Company shall have thecontinuing the continuing right, provided that no Event of Default or Default Condition exists, to obtain LIBOR Borrowings or to convert Prime Borrowings to LIBOR Borrowings under Line of Credit A or the Term LoanBorrowings; subjectSUBJECT, howeverHOWEVER, to the following conditions and limitations: (i) Borrower must request a LIBOR Borrowing, specifying if the amount thereof and the applicable Interest Period, at least three (3) Business Days in advance of the intended Borrowing date; (ii) no more than three (3) LIBOR Borrowings may be outstanding at any one time; (iii) LIBOR Borrowings must be in minimum amounts of Five Hundred Thousand Dollars ($500,000), or integral multiples thereof; (iv) the Interest Period for LIBOR Borrowings shall not exceed the Termination Date, and the aggregate amount of LIBOR Borrowings in respect of the Term Loan must be consistent with, and not exceed, the scheduled principal amortization of the Term Loan; (v) if on or prior to the first day of any Interest Period, Lender Bank determines that deposits in United States Dollars (in the applicable amounts) are not being offered in the relevant market for such Interest Period or that the LIBOR Rate will not adequately and fairly reflect the cost to Lender the Bank of funding any relevant borrowings for such Interest PeriodLIBOR Borrowings, then, Lender then the Bank shall forthwith give notice thereof to Borrowerthe Company, whereupon, until Lender the Bank notifies Borrower the Company that the circumstances giving rise to such suspension no longer exist, the obligation of Lender the Bank to make any further LIBOR Borrowings available to Borrower the Company shall be suspended; and (viii) if at any time, a change of law, or compliance by Lender the Bank with any request or directive (whether or not having the force of law) of any governmental authority shall make it unlawful or impracticable for Lender the Bank to make available, maintain or fund any LIBOR Borrowings, Lender the Bank shall forthwith give notice to such effect to Borrowerthe Company, whereupon, until Lender the Bank notifies Borrower the Company that the circumstances giving rise to such suspension no longer exist, the obligation of Lender the Bank to make such borrowings Borrowings available to Borrower the Company shall be suspended suspended. Any Borrowings obtained after the delivery by the Bank to the Company of a notice of suspension pursuant to the preceding sentence, for so long as such suspension remains in effect, shall be a Base Rate Borrowing, and if Lender if, in connection with giving of such notice, the Bank shall determine that it may not lawfully continue to maintain and fund any then outstanding borrowings LIBOR Borrowings to maturity and shall so specify in such notice, each LIBOR Borrowing so affected shall be converted into a Prime Base Borrowing, effective immediately; (vii) unless Borrower has timely given Lender a notice of a LIBOR Borrowing required hereinabove, a LIBOR Borrowing shall automatically convert to a Prime Borrowing at the expiration of the Interest Period corresponding thereto; and (viii) upon the request of Lender, delivered to Borrower, Borrower shall pay to Lender such amount or amounts as shall be determined by Lender, in its good faith discretion, in connection with the relevant Interest Period as a result of: (A) any payment or prepayment of any LIBOR Borrowing by Borrower being made on a date other than the last day of an Interest Period for such borrowing, whether as a result of permitted voluntary prepayment, involuntary acceleration or otherwise (but not as a result of clause (vi) above); or (B) any failure by the Borrower to undertake any such LIBOR Borrowing on the date for which notice of such borrowing is specified by Borrower. In the case of clause (viii) above, such amount shall include an amount determined by Lender, in its good faith discretion, to be equal to the excess, if any, of the amount of interest which would have accrued on the amount so paid or prepaid or not prepaid or borrowed for the period from the date of such payment, prepayment or failure to prepay or borrow to the last day of the then current Interest Period for such borrowing (or, in the case of a failure to prepay or borrow, the Interest Period for such borrowing which would have commenced on the date of such failure to prepay or borrow) at the applicable rate of interest for such borrowing provided for herein over the amount of interest (as determined by Lender in the exercise of its good faith discretion) Lender would have paid on deposits in Dollars of comparable amounts having terms comparable to such period placed with it by leading banks in the London interbank market with respect to such LIBOR Borrowing.

SPECIAL CONDITIONS AND LIMITATIONS ON LIBOR BORROWINGS. All Borrowings under Line of Credit A obtained on the Closing Date and for a period of three (3) Business Days thereafter shall be Prime Borrowings. Thereafter, Borrower shall have thecontinuing the continuing right, provided that no Event of Default or Default Condition exists, to obtain LIBOR Borrowings or to convert Prime Borrowings to LIBOR Borrowings under Line of Credit A or the Term LoanBorrowings; subject, however, to the following conditions and limitations: (i) Borrower must request a LIBOR Borrowing, specifying the amount thereof and the applicable Interest Period, at least three (3) Business Days in advance of the intended Borrowing date; (ii) no more than three five (35) LIBOR Borrowings under the Line of Credit may be outstanding obtained at any one time; (iii) LIBOR Borrowings must be in minimum amounts of Five One Million Dollars ($1,000,000), and multiples of One Hundred Thousand Dollars ($500,000), or integral multiples 100,000) in excess thereof; (iv) the Interest Period for LIBOR Borrowings in respect of the Line of Credit shall not exceed the Termination Date, and the aggregate amount of LIBOR Borrowings in respect of the Term Loan must be consistent with, and not exceed, the scheduled principal amortization of the Term Loan; (v) if on or prior to the first day of any Interest Period, Lender determines that deposits in United States Dollars (in the applicable amounts) are not being offered in the relevant market for such Interest Period or that the LIBOR Rate will not adequately and fairly reflect the cost to Lender of funding any relevant borrowings for such Interest Period, then, Lender shall forthwith give notice thereof to Borrower, whereupon, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of Lender to make any further LIBOR Borrowings available to Borrower shall be suspended; (vi) if at any time, a change of law, or compliance by Lender with any request or directive (whether or not having the force of law) of any governmental authority shall make it unlawful or impracticable for Lender to make available, maintain or fund any LIBOR Borrowings, Lender shall forthwith give notice to such effect to Borrower, whereupon, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of Lender to make such borrowings available to Borrower shall be suspended and if Lender shall determine that it may not lawfully continue to maintain and fund any then outstanding borrowings to maturity and shall so specify in such notice, each Borrowing so affected shall be converted into a Prime Borrowing, effective immediately; (vii) unless Borrower has timely given Lender a notice of a LIBOR Borrowing required hereinabove, a LIBOR Borrowing shall automatically convert to a Prime Borrowing at the expiration of the Interest Period corresponding thereto; and (viii) upon the request of Lender, delivered to Borrower, Borrower shall pay to Lender such amount or amounts as shall be determined by Lender, in its good faith discretion, in connection with the relevant Interest Period as a result of: (A) any payment or no voluntary prepayment of any LIBOR Borrowing by shall be permitted unless Borrower being made on a date other than the last day of an Interest Period for such borrowing, whether as a result of permitted voluntary prepayment, involuntary acceleration or otherwise (but not as a result of complies with clause (viix) above)below; or (B) any failure by the Borrower to undertake any such LIBOR Borrowing on the date for which notice of such borrowing is specified by Borrower. In the case of clause (viii) above, such amount shall include an amount determined by Lender, in its good faith discretion, to be equal to the excess, if any, of the amount of interest which would have accrued on the amount so paid or prepaid or not prepaid or borrowed for the period from the date of such payment, prepayment or failure to prepay or borrow to the last day of the then current Interest Period for such borrowing (or, in the case of a failure to prepay or borrow, the Interest Period for such borrowing which would have commenced on the date of such failure to prepay or borrow) at the applicable rate of interest for such borrowing provided for herein over the amount of interest (as determined by Lender in the exercise of its good faith discretion) Lender would have paid on deposits in Dollars of comparable amounts having terms comparable to such period placed with it by leading banks in the London interbank market with respect to such LIBOR Borrowing.and