Common use of Voluntary Prepayment of LIBOR Rate Loans Clause in Contracts

Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein and in the Notes. For LIBOR Rate Loans in connection with which the Borrowers have or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrowers shall give the Administrative Agent, no later than 10:00 a.m., New York, NY time, at least three (3) Business Days’ notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of One Hundred Thousand and No/100 Dollars ($100,000.00) and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Administrative Agent and/or the Lenders (as applicable) incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrowers hereby promise to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (“LIBOR Rate Loan Prepayment Fee”) determined by the Administrative Agent pursuant to the following formula: (A) the then current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from (B) the LIBOR Lending Rate, plus the Additional Libor Interest Margin applicable to the LIBOR Rate Loan being prepaid. If the result of the foregoing calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing calculation is a positive number, then the resulting percentage shall be multiplied by the amount of the LIBOR Rate Loan being prepaid. This resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining on the Interest Period for the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee.

Voluntary Prepayment of LIBOR Rate Loans. When classified as a LIBOR Rate Loans Loan, the Loan may be prepaid upon the terms and conditions set forth herein and in the Notesherein. For LIBOR Rate Loans in connection with which the Borrowers have or may incur Hedging Obligations, The Borrower acknowledges that additional obligations may be associated with prepayment, in accordance with the terms and conditions of the any applicable Hedging Contracts. The Borrowers Borrower shall give the Administrative AgentBank, no later than 10:00 a.m., New York, NY York City time, at least three four (34) Business Days’ Days notice of any proposed prepayment of any the LIBOR Rate LoansLoan, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of the LIBOR Rate Loans Loan shall be in an integral multiple of One Hundred Thousand $50,000.00 and No/100 Dollars ($100,000.00) and be accompanied by the payment of all charges outstanding on such the LIBOR Rate Loans Loan and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge that LIBOR Breakage Fee. Upon any prepayment or acceleration of a LIBOR Rate Loan during an on any day that is not the last day of the relevant Interest Period shall result in (regardless of the Administrative Agent and/or the Lenders (as applicable) incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent source of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, prepayment and the Borrowers hereby promise to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payablewhether voluntary, by acceleration or otherwise), in addition to all other sums then owing, the Borrower shall pay an amount (“"LIBOR Rate Loan Prepayment Breakage Fee”) determined "), as calculated by the Administrative Agent pursuant Bank, equal to the following formula: amount of any losses, expenses and liabilities (Aincluding without limitation any loss of margin and anticipated profits) that Bank may sustain as a result of such default or payment. The Borrower understands, agrees and acknowledges that: (i) the then current rate for United States Treasury securities (bills on a discounted basis shall be converted Bank does not have any obligation to a bond equivalent) purchase, sell and/or match funds in connection with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from (B) the LIBOR Lending Rate, plus the Additional Libor Interest Margin applicable to the LIBOR Rate Loan being prepaid. If the result of the foregoing calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing calculation is a positive number, then the resulting percentage shall be multiplied by the amount use of the LIBOR Rate Loan being prepaid. This resulting amount shall be divided by 360 and multiplied by as a basis for calculating the number rate of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining interest on the Interest Period for a LIBOR Rate Loan, (ii) the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall may be used merely as a reference in determining such rate, and (iii) the Borrower has accepted the LIBOR Rate Loan Prepayment Feeas a reasonable and fair basis for calculating the LIBOR Breakage Fee and other funding losses incurred by the Bank. Xxxxxxxx further agrees to pay the LIBOR Breakage Fee and other funding losses, if any, whether or not the Bank elects to purchase, sell and/or match funds.

Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans loans in connection with which the Borrower has entered into Hedging Obligations with the Bank may not be prepaid; other LIBOR Rate loans may be prepaid only upon the terms and conditions set forth herein and in the Notes. For LIBOR Rate Loans in connection with which the Borrowers have or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contractsherein. The Borrowers Borrower shall give the Administrative AgentBank, no later than 10:00 a.m., New York, NY a.m. (Boston time), at least three four (34) Business Days’ ' notice of any proposed prepayment of any LIBOR Rate Loansloans, specifying the proposed date of payment of such LIBOR Rate Loansloans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans loans shall be in an integral multiple of One Hundred Thousand (x) $500,000 in the case of LIBOR Rate loans advanced under the First Line of Credit and No/100 Dollars (y) $100,000.00) 1,000,000 in the case of LIBOR Rate loans advanced under the Second Line of Credit, and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans loans and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge Borrower acknowledges that prepayment or acceleration of a LIBOR Rate Loan loan during an Interest Period shall result in the Administrative Agent and/or the Lenders (as applicable) Bank incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans loans shall be accompanied by, and the Borrowers Borrower hereby promise promises to pay, on each date a LIBOR Rate Loan loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (“the "LIBOR Rate Loan Prepayment Fee”") determined by the Administrative Agent Bank pursuant to the following formula: (A1) the then current rate for United States U.S. Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted fromSUBTRACTED FROM (B2) the LIBOR Lending Rate, plus the Additional Libor Interest Margin Rate applicable to the LIBOR Rate Loan loan being prepaid, PLUS 1.5%. If the result of the foregoing this calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing this calculation is a positive number, then the resulting percentage shall be multiplied by by: (3) the amount of the LIBOR Rate Loan loan being prepaid. This The resulting amount shall be divided by by: (4) 360 and multiplied by by: (5) the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States U.S. Treasury securities rate and the number of days remaining on the Interest Period for the LIBOR Rate Loan loan being prepaid. The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee.

Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans may be maybe prepaid upon the terms and conditions set forth herein and in the Notesherein. For LIBOR Rate Loans in connection with which the Borrowers have Borrower has or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrowers Borrower shall give the Administrative AgentBank, no later than 10:00 a.m., New York, NY York City time, at least three four (34) Business Days’ Days notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of One Hundred Thousand $250,000 and No/100 Dollars ($100,000.00) and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge Borrower acknowledges that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Administrative Agent and/or the Lenders (as applicable) Bank incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrowers Borrower hereby promise promises to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (“"LIBOR Rate Loan Prepayment Fee”") determined by the Administrative Agent Bank pursuant to the following formula: (Aa) the then current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from (Bb) the LIBOR Lending Rate, Rate plus the Additional Libor Interest Applicable Margin applicable to the LIBOR Rate Loan being prepaid. If the result of the foregoing this calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing this calculation is a positive number, then the resulting percentage shall be multiplied by by: (a) the amount of the LIBOR Rate Loan being prepaid. This The resulting amount shall be divided by by: (b) 360 and multiplied by by: (c) the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining on the Interest Period for the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee.

Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans may be maybe prepaid upon the terms and conditions set forth herein and in the Notesherein. For LIBOR Rate Loans in connection with which the Borrowers have Borrower has or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrowers Borrower shall give the Administrative AgentBank, no later than 10:00 a.m., New York, NY York City time, at least three four (34) Business Days’ Days notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of One Hundred Thousand $250,000 and No/100 Dollars ($100,000.00) and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge Borrower acknowledges that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Administrative Agent and/or the Lenders (as applicable) Bank incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrowers Borrower hereby promise promises to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (“LIBOR Rate Loan Prepayment Fee”) determined by the Administrative Agent Bank pursuant to the following formula: (Aa) the then current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from (Bb) the LIBOR Lending Rate, Rate plus the Additional Libor Interest Applicable Margin applicable to the LIBOR Rate Loan being prepaid. If the result of the foregoing this calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing this calculation is a positive number, then the resulting percentage shall be multiplied by by: (a) the amount of the LIBOR Rate Loan being prepaid. This The resulting amount shall be divided by by: (b) 360 and multiplied by by: (c) the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining on in the Interest Period for the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee.

Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein and in the Notesherein. For LIBOR Rate Loans in connection with which the Borrowers have or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrowers shall give the Administrative AgentBank, no later than 10:00 a.m., New York, NY York City time, at least three four (34) Business Days’ Days notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of One Hundred Thousand $100,000 and No/100 Dollars ($100,000.00) and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Administrative Agent and/or the Lenders (as applicable) Bank incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrowers hereby promise to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (“LIBOR Rate Loan Prepayment Fee”) determined by the Administrative Agent Bank pursuant to the following formula: (Aa) the then current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from (Bb) the LIBOR Lending Rate, Rate plus the Additional Libor Interest Applicable Margin applicable to the LIBOR Rate Loan being prepaid. If the result of the foregoing this calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing this calculation is a positive number, then the resulting percentage shall be multiplied by the amount of the LIBOR Rate Loan being prepaid. This resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining on the Interest Period for the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee.by:

Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein and in the Notesherein. For LIBOR Rate Loans in connection with which the Borrowers have or may incur Hedging Obligations, additional obligations may be associated with prepayment, prepayment in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrowers Borrower Agent shall give the Administrative Agent, no later than 10:00 a.m.1:00 p.m., New York, NY York City time, at least three two (32) Business Days’ Days notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of One Hundred Thousand and No/100 Dollars ($100,000.00) and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Administrative Agent and/or the Lenders (as applicable) incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrowers hereby promise to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (“LIBOR Rate Loan Prepayment Fee”) determined by the Administrative Agent pursuant to the following formula: (Ai) the then current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from (Bii) the LIBOR Lending Rate, Rate plus the Additional Libor Interest Applicable Margin applicable to the LIBOR Rate Loan being prepaid. If the result of the foregoing this calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing this calculation is a positive number, then the resulting percentage shall be multiplied by by: (iii) the amount of the LIBOR Rate Loan being prepaid. This The resulting amount shall be divided by by: (iv) 360 and multiplied by by: (v) the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining on in the Interest Period for the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall be the then applicable LIBOR Rate Loan Prepayment Fee.

Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein and in the Notes. For LIBOR Rate Loans in connection with which the Borrowers have or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrowers shall give the Administrative Agent, no later than 10:00 a.m., New York, NY time, at least three (3) Business Days’ notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of One Hundred Thousand and No/100 Dollars ($100,000.00) and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Administrative Agent and/or the Lenders (as applicable) incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrowers hereby promise to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (“LIBOR Rate Loan Prepayment Fee”) determined by the Administrative Agent pursuant to the following formula: (A) the then current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from (B) the LIBOR Lending Rate, plus the Additional Libor Interest Margin applicable to the LIBOR Rate Loan being prepaid. If the result of the foregoing calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing calculation is a positive number, then the resulting percentage shall be multiplied by the amount of the LIBOR Rate Loan being prepaid. This resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining on the Interest Period for the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee.

Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein and in the Notesherein. For LIBOR Rate Loans in connection with which the Borrowers have any Borrower has or may incur Hedging Obligations, additional obligations may be associated with prepayment, prepayment in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrowers shall give the Administrative Agent, no later than 10:00 a.m.12:00 p.m., New York, NY York City time, at least three four (34) Business Days’ Days notice of any proposed prepayment of any LIBOR Rate LoansLoan, specifying the proposed date of payment of such LIBOR Rate LoansLoan, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of One Hundred Thousand and No/100 two hundred thousand U.S. Dollars ($100,000.00US$200,000.00) (or in the event the principal amount outstanding of any LIBOR Rate Loan is less than US$200,000.00, then such lesser amount) and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge Each Borrower acknowledges that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Administrative Agent and/or the Lenders (as applicable) incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrowers each Borrower hereby promise promises to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (“the "LIBOR Rate Loan Prepayment Fee”") determined by the Administrative Agent pursuant to the following formula: (A) : the then current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from (B) from the LIBOR Lending Rate, Rate plus the Additional Libor Interest Applicable Margin applicable to of the LIBOR Rate Loan being prepaid. If the result of the foregoing this calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing this calculation is a positive number, then the resulting percentage shall be multiplied by by: the amount of the LIBOR Rate Loan being prepaid. This The resulting amount shall be divided by by: 360 and multiplied by the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining on in the Interest Period for the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee.

Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans ---------------------------------------- may be prepaid upon the terms and conditions set forth herein and in the Notes. For LIBOR Rate Loans in connection with which the Borrowers have or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrowers shall give the Administrative Agent, no later than 10:00 a.m., New York, NY York City time, at least three four (34) Business Days’ Days notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of One Hundred Thousand and No/100 Dollars ($100,000.00) and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Administrative Agent and/or the Lenders (as applicable) incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrowers hereby promise to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (“"LIBOR Rate Loan Prepayment Fee”") determined by the Administrative Agent pursuant to the following formula: (Ai) the then current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted fromfrom --------------- (Bii) the LIBOR Lending Rate, plus the Additional Applicable Libor Interest Rate Margin applicable to the LIBOR Rate Loan being prepaid. If the result of the foregoing calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing calculation is a positive number, then the resulting percentage shall be multiplied by the amount of the LIBOR Rate Loan being prepaid. This resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining on the Interest Period for the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee.

Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein and in the Notesherein. For LIBOR Rate Loans in connection with which the Borrowers have or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrowers Borrower Representative, on its own behalf and on behalf of each other Borrower, shall give the Administrative Agent, no later than 10:00 11:00 a.m., New York, NY York City time, at least three four (34) Business Days’ Days notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of One Hundred Thousand $500,000 and No/100 Dollars (integral multiples of $100,000.00) 100,000 and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Administrative Agent and/or the Lenders (as applicable) incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrowers hereby promise to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (“LIBOR Rate Loan Prepayment Fee”) determined by the Administrative Agent pursuant to the following formula: (Aa) the then current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from (Bb) the LIBOR Lending Rate, Rate plus the Additional Libor Interest Applicable Margin applicable to the LIBOR Rate Loan being prepaid. If the result of the foregoing this calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing this calculation is a positive number, then the resulting percentage shall be multiplied by by: (c) the amount of the LIBOR Rate Loan being prepaid. This The resulting amount shall be divided by by: (d) 360 and multiplied by by: (e) the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining on the Interest Period for the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee.

Voluntary Prepayment of LIBOR Rate Loans. (a) LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein and in the Notesherein. For LIBOR Rate Loans in connection with which the Borrowers have Borrower has or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrowers Borrower shall give the Administrative AgentBank, no later than 10:00 a.m., New York, NY York City time, at least three four (34) Business Days’ notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of One Hundred Thousand and No/100 Dollars ($100,000.00) and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans (including the LIBOR Breakage Fee) and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge that . (b) Upon: (i) any default by Borrower in making any borrowing of, conversion into or continuation of any LIBOR Rate Loan following Borrower’s delivery of a borrowing request or continuation/conversion notice hereunder or (ii) any prepayment or acceleration of a LIBOR Rate Loan during an on any day that is not the last day of the relevant LIBOR Interest Period shall result in (regardless of the Administrative Agent and/or the Lenders (as applicable) incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent source of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, prepayment and the Borrowers hereby promise to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payablewhether voluntary, by acceleration or otherwise), in addition to all other sums then owing, the Borrower shall pay an amount (“LIBOR Rate Loan Prepayment Breakage Fee”) determined ), as calculated by the Administrative Agent pursuant Bank, equal to the following formula: amount of any losses, expenses and liabilities (Aincluding without limitation any loss of margin and anticipated profits) that Bank may sustain as a result of such default or payment. The Borrower understands, agrees and acknowledges that: (i) the then current rate for United States Treasury securities (bills on a discounted basis shall be converted Bank does not have any obligation to a bond equivalent) purchase, sell and/or match funds in connection with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from (B) the LIBOR Lending Rate, plus the Additional Libor Interest Margin applicable to the LIBOR Rate Loan being prepaid. If the result of the foregoing calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing calculation is a positive number, then the resulting percentage shall be multiplied by the amount use of the LIBOR Rate Loan being prepaid. This resulting amount shall be divided by 360 and multiplied by as a basis for calculating the number rate of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining interest on the Interest Period for a LIBOR Rate Loan, (ii) the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall may be used merely as a reference in determining such rate, and (iii) the Borrower has accepted the LIBOR Rate Loan Prepayment Feeas a reasonable and fair basis for calculating the LIBOR Breakage Fee and other funding losses incurred by the Bank. Borrower further agrees to pay the LIBOR Breakage Fee and other funding losses, if any, whether or not the Bank elects to purchase, sell and/or match funds.

Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein and in the Notes. For LIBOR Rate Loans in connection with which the Borrowers have or entered into Hedging Obligations with the Bank may incur Hedging Obligations, additional obligations not be prepaid; other LIBOR Rate Loans may be associated with prepayment, in accordance with prepaid only upon the terms and conditions of the applicable Hedging Contractsset forth herein. The Borrowers shall give the Administrative AgentBank, no later than 10:00 a.m., New York, NY a.m. (Boston time), at least three four (34) Business Days’ ' notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of One Hundred Thousand (x) $500,000 in the case of LIBOR Rate Loans advanced under the First Line of Credit, (y) $1,000,000 in the case of LIBOR Rate Loans advanced under the Second Line of Credit, and No/100 Dollars (z) $100,000.00) 1,000,000 in the case of LIBOR Rate Loans of any portion of the Term Loan, and be accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. The Borrowers acknowledge that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Administrative Agent and/or the Lenders (as applicable) Bank incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrowers hereby jointly and severally promise to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (“the "LIBOR Rate Loan Prepayment Fee”PREPAYMENT FEE") determined by the Administrative Agent Bank pursuant to the following formula: (A1) the then current rate for United States U.S. Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted fromSUBTRACTED FROM (B2) the LIBOR Lending Rate, plus the Additional Libor Interest Margin Rate applicable to the LIBOR Rate Loan being prepaid, PLUS 1.5%. If the result of the foregoing this calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of the foregoing this calculation is a positive number, then the resulting percentage shall be multiplied by by: (3) the amount of the LIBOR Rate Loan being prepaid. This The resulting amount shall be divided by by: (4) 360 and multiplied by by: (5) the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by using the referenced United States U.S. Treasury securities rate and the number of days remaining on the Interest Period for the LIBOR Rate Loan being prepaid. The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee.