Common use of Prepayment of LIBOR Loans Clause in Contracts

Prepayment of LIBOR Loans. Borrower may prepay a LIBOR Loan only upon at least three (3) Business Days prior written notice to Lender (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the LIBOR Interest Period for such LIBOR Loan. Borrower shall pay to Lender, upon request of Lender, such amount or amounts as shall be sufficient (in the reasonable opinion of Lender) to compensate Lender for any loss, cost, or expense incurred as a result of: (i) any payment of a LIBOR Loan on a date other than the last day of the LIBOR Interest Period for such LIBOR Loan; (ii) any failure by Borrower to borrow a LIBOR Loan on the date specified by Borrower's written notice; or (iii) any failure by Borrower to pay a LIBOR Loan on the date for payment specified in Borrower's written notice. Without limiting the foregoing, Borrower shall pay to Lender a 'yield maintenance fee' in an amount computed as follows: the 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 LIBOR Interest Period chosen pursuant to the LIBOR Loan as to which the prepayment is made, shall be subtracted from the LIBOR Base Rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the LIBOR Interest Period chosen pursuant to the LIBOR Loan as to which prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the term chosen pursuant to the LIBOR Loan as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to Lender upon the prepayment of a LIBOR Loan. If by reason of an Event of Default, Lender elects to declare the Obligations to be immediately due and payable, then any yield maintenance fee with respect to a LIBOR Loan shall become due and payable in the same manner as though the Borrower exercised such right of prepayment.

Prepayment of LIBOR Loans. Borrower may prepay The following provisions of this ss.1.7 shall be effective only with respect to LIBOR Loans: If, due to acceleration of the Term Note or due to voluntary prepayment or mandatory repayment or prepayment or due to any other reason, the Bank receives payment of any principal of a LIBOR Loan only upon at least three (3) Business Days on any date prior written notice to Lender (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the LIBOR relevant Interest Period or if for such any reason any LIBOR Loan. Loan is converted to a Floating Rate Loan prior to the expiration of the relevant Interest Period, the Borrower shall pay to Lendershall, upon request of Lender, such amount or amounts as shall be sufficient (in the reasonable opinion of Lender) to compensate Lender for any loss, cost, or expense incurred as a result of: (i) any payment demand and receipt of a LIBOR Loan on Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank a date other than the last day of the LIBOR Interest Period for such LIBOR Loan; (ii) any failure by Borrower to borrow a LIBOR Loan on the date specified by Borrower's written notice; or (iii) any failure by Borrower to pay a LIBOR Loan on the date for payment specified in Borrower's written notice. Without limiting the foregoing, Borrower shall pay to Lender a 'yield maintenance fee' fee in an amount computed as follows: the The 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 LIBOR last day of the Interest Period chosen pursuant applicable to the affected LIBOR Loan as to which the prepayment is made, shall be subtracted from the "cost of funds" component (i.e., reserve-adjusted LIBOR) of the LIBOR Base Interest Rate in effect with respect to the relevant LIBOR Loan at the time date of prepaymentsuch prepayment or conversion. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the LIBOR relevant Interest Period chosen pursuant to the LIBOR Loan as to which prepayment is madePeriod. Said amount shall be reduced to present value calculated by using the above number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate and as the number of days remaining in the term chosen pursuant to the LIBOR Loan as to which prepayment is madediscount rate. The resulting amount shall be the yield maintenance fee due to Lender the Bank upon prepayment or conversion of the prepayment applicable LIBOR Loan. Any acceleration of a LIBOR Loan. If by reason of Loan due to an Event of Default, Lender elects Default will give rise to declare the Obligations to be immediately due and payable, then any a yield maintenance fee calculated with the respect to a such LIBOR Loan shall become due and payable on the date of such acceleration in the same manner as though the Borrower had exercised such a right of prepaymentprepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. Borrower may prepay a LIBOR Loan only upon at least three (3) Business Days prior written notice to Lender (which notice The following provisions of this Section 1.7 shall be irrevocable), and any such prepayment shall occur effective only on the last day of the with respect to LIBOR Interest Period for such LIBOR Loan. Loans: The Borrower shall pay to Lenderthe Bank, upon request of Lenderthe Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of Lenderthe Bank) to compensate Lender it for any loss, cost, cost or expense incurred as a result of: (i) any payment of a LIBOR Loan on a date other than the last day of the LIBOR Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified by Borrower's written noticein any LIBOR Notice; or and/or (iii) any failure by the Borrower to pay a LIBOR Loan on the date for payment specified in Borrower's written noticeany notice given as to any prepayment. Without limiting the foregoing, if, due to acceleration of any Term Note or due to voluntary prepayment or mandatory repayment or prepayment or due to any other reason, the Bank receives payment of any principal of any LIBOR Loan on any date prior to the last day of the relevant Interest Period or if for any reason any LIBOR Loan is converted to a Floating Rate Loan prior to the expiration of the relevant Interest Period, the Borrower shall shall, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to Lender the Bank a 'yield maintenance fee' fee in an amount computed as follows: the The 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 LIBOR last day of the Interest Period chosen pursuant applicable to the affected LIBOR Loan as to which the prepayment is made, shall be subtracted from the `fixed' component (I.E., reserve-adjusted LIBOR) of the LIBOR Base Interest Rate in effect with respect to the relevant LIBOR Loan at the time date of prepaymentsuch prepayment or conversion. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the LIBOR relevant Interest Period chosen pursuant to the LIBOR Loan as to which prepayment is madePeriod. Said amount shall be reduced to present value calculated by using the above number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate and as the number of days remaining in the term chosen pursuant to the LIBOR Loan as to which prepayment is madediscount rate. The resulting amount shall be the yield maintenance fee due to Lender the Bank upon prepayment or conversion of the prepayment applicable LIBOR Loan. Any acceleration of a LIBOR Loan. If by reason of Loan due to an Event of Default, Lender elects Default will give rise to declare the Obligations to be immediately due and payable, then any a yield maintenance fee calculated with the respect to a such LIBOR Loan shall become due and payable on the date of such acceleration in the same manner as though the Borrower had exercised such a right of prepaymentprepayment at that date, such yield maintenance fee being due and payable at that date." h. By deleting from Section 1.12 of the Letter Agreement the words "the Term Note", in each place where same appear, and by substituting in their stead, in each such place, the following: "the Term Notes" i. By deleting from the second sentence of Section 3.8 of the Letter Agreement the words "Adjusted Liabilities" and by substituting in their stead the following: "Total Liabilities" j. By deleting Section 3.9 of the Letter Agreement and by substituting in its stead the following:

Prepayment of LIBOR Loans. Borrower may prepay a LIBOR Loan only upon at least three The following provisions of this (3) Business Days prior written notice to Lender (which notice S)1.7 ------------------------- shall be irrevocable), and any such prepayment shall occur effective only on the last day of the with respect to LIBOR Interest Period for such LIBOR Loan. Loans: The Borrower shall pay to Lenderthe Bank, upon request of Lenderthe Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of Lenderthe Bank) to compensate Lender it for any loss, cost, cost or expense incurred as a result of: (i) any payment of a LIBOR Loan on a date other than the last day of the LIBOR Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified by Borrower's written noticein any LIBOR Loan Notice; or and/or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in Borrower's written noticeany notice given as to any prepayment. Without limiting the foregoing, if, due to acceleration of the Term Note or due to voluntary prepayment or mandatory repayment or prepayment or due to any other reason, the Bank receives payment of any principal of a LIBOR Loan on any date prior to the last day of the relevant Interest Period or if for any reason any LIBOR Loan is converted to a Floating Rate Loan prior to the expiration of the relevant Interest Period, the Borrower shall shall, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to Lender the Bank a 'yield maintenance fee' fee in an amount computed as follows: the The 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 LIBOR last day of the Interest Period chosen pursuant applicable to the affected LIBOR Loan as to which the prepayment is made, shall be subtracted from the "cost of funds" component (i.e., reserve-adjusted LIBOR) of the LIBOR Base ---- Interest Rate in effect with respect to the relevant LIBOR Loan at the time date of prepaymentsuch prepayment or conversion. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the LIBOR relevant Interest Period chosen pursuant to the LIBOR Loan as to which prepayment is madePeriod. Said amount shall be reduced to present value calculated by using the above number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate and as the number of days remaining in the term chosen pursuant to the LIBOR Loan as to which prepayment is madediscount rate. The resulting amount shall be the yield maintenance fee due to Lender the Bank upon prepayment or conversion of the prepayment applicable LIBOR Loan. Any acceleration of a LIBOR Loan. If by reason of Loan due to an Event of Default, Lender elects Default will give rise to declare the Obligations to be immediately due and payable, then any a yield maintenance fee calculated with the respect to a such LIBOR Loan shall become due and payable on the date of such acceleration in the same manner as though the Borrower had exercised such a right of prepaymentprepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. Borrower may prepay The following provisions of this ss.1.9 shall be effective only with respect to LIBOR Loans: If, due to acceleration of the Revolving Note or due to voluntary prepayment or mandatory repayment or prepayment or due to any other reason, the Bank receives payment of any principal of a LIBOR Loan only upon at least three (3) Business Days on any date prior written notice to Lender (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the LIBOR relevant Interest Period or if for such any reason any LIBOR Loan. Loan is converted to a Floating Rate Loan prior to the expiration of the relevant Interest Period, the Borrower shall pay to Lendershall, upon request of Lender, such amount or amounts as shall be sufficient (in the reasonable opinion of Lender) to compensate Lender for any loss, cost, or expense incurred as a result of: (i) any payment demand and receipt of a LIBOR Loan on Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank a date other than the last day of the LIBOR Interest Period for such LIBOR Loan; (ii) any failure by Borrower to borrow a LIBOR Loan on the date specified by Borrower's written notice; or (iii) any failure by Borrower to pay a LIBOR Loan on the date for payment specified in Borrower's written notice. Without limiting the foregoing, Borrower shall pay to Lender a 'yield maintenance fee' fee in an amount computed as follows: the The 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 LIBOR last day of the Interest Period chosen pursuant applicable to the affected LIBOR Loan as to which the prepayment is made, shall be subtracted from the LIBOR Base Rate in effect with respect to the relevant LIBOR Loan at the time date of prepaymentsuch prepayment or conversion. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance of the LIBOR loan being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the LIBOR relevant Interest Period chosen pursuant to the LIBOR Loan as to which prepayment is madePeriod. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the term chosen pursuant to relevant Interest Period and by using the LIBOR Loan above-referenced bond equivalent of the United States Treasury securities rate as to which prepayment is madethe discount rate. The resulting amount shall be the yield maintenance fee due to Lender the Bank upon prepayment or conversion of the prepayment applicable LIBOR Loan. Any acceleration of a LIBOR Loan. If by reason of Loan due to an Event of Default, Lender elects Default will give rise to declare the Obligations to be immediately due and payable, then any a yield maintenance fee calculated with the respect to a such LIBOR Loan shall become due and payable on the date of such acceleration in the same manner as though the Borrower had exercised such a right of prepaymentprepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. The following provisions of this Section 2.08 shall be effective only with respect to LIBOR Loans: Subject to the terms of Section 2.03 above, the Borrower may shall have right (subject to the payment of the yield maintenance fee described below) to prepay a any such LIBOR Loan only upon at least three (3) Business Days any time. If, due to acceleration of any of the Revolving Notes, or due to voluntary or mandatory repayment or prepayment, or due to any other reason, any Bank receives payment of all or any portion of principal of any LIBOR Loan on any date prior written notice to Lender (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the LIBOR then relevant Interest Period for such or if any LIBOR Loan. Borrower shall pay to Lender, upon request of Lender, such amount or amounts as shall be sufficient (in the reasonable opinion of Lender) to compensate Lender Loan is for any loss, cost, or expense incurred as reason converted to a result of: (i) any payment of a LIBOR Floating Rate Loan on a date other than prior to the last day of the LIBOR then relevant Interest Period for Period, the Borrower shall, upon demand and receipt of a Bank Certificate from any affected Bank with respect thereto, pay forthwith to such LIBOR Loan; (ii) any failure by Borrower to borrow Bank a LIBOR Loan on the date specified by Borrower's written notice; or (iii) any failure by Borrower to pay a LIBOR Loan on the date for payment specified in Borrower's written notice. Without limiting the foregoing, Borrower shall pay to Lender a 'yield maintenance fee' fee in an amount computed as follows: the The 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 LIBOR last day of the Interest Period chosen pursuant applicable to the affected LIBOR Loan as to which the prepayment is made, shall be subtracted from the LIBOR Base Rate "cost of funds" component of the fixed rate (i.e., reserve-adjusted LIBOR) in effect at the time date of prepaymentprepayment or conversion. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaidso prepaid or converted. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the LIBOR relevant Interest Period chosen pursuant to the LIBOR Loan as to which prepayment is madePeriod. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the term chosen pursuant to relevant Interest Period and by using the LIBOR Loan above-referenced United States Treasury security rate as to which prepayment is madethe discount rate. The resulting amount shall be the yield maintenance fee due to Lender the Bank upon prepayment or conversion of the prepayment applicable LIBOR Loan. Any acceleration of a LIBOR Loan. If by reason of Loan due to an Event of Default, Lender elects Default will give rise to declare the Obligations to be immediately due and payable, then any a yield maintenance fee calculated with the respect to a such LIBOR Loan shall become due and payable on the date of such acceleration in the same manner as though the Borrower had exercised such a right of prepayment.prepayment at that date, such yield

Prepayment of LIBOR Loans. Borrower may prepay a LIBOR Loan only upon at least three (3) Business Days prior written notice to Lender (which notice The following provisions of this §1.7 shall be irrevocable), and any such prepayment shall occur effective only on the last day of the with respect to LIBOR Interest Period for such LIBOR Loan. Loans: The Borrower shall pay to Lenderthe Bank, upon request of Lenderthe Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of Lenderthe Bank) to compensate Lender it for any loss, cost, cost or expense incurred as a result of: (i) any payment of a LIBOR Loan on a date other than the last day of the LIBOR Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified by Borrower's written noticein any LIBOR Loan Notice; or and/or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in Borrower's written noticeany notice given as to any prepayment. Without limiting the foregoing, if, due to acceleration of the Term Note or due to voluntary prepayment or mandatory repayment or prepayment or due to any other reason, the Bank receives payment of any principal of a LIBOR Loan on any date prior to the last day of the relevant Interest Period or if for any reason any LIBOR Loan is converted to a Floating Rate Loan prior to the expiration of the relevant Interest Period, the Borrower shall shall, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to Lender the Bank a 'yield maintenance fee' fee in an amount computed as follows: the The 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 LIBOR last day of the Interest Period chosen pursuant applicable to the affected LIBOR Loan as to which the prepayment is made, shall be subtracted from the “fixed rate” component (i.e., reserve-adjusted LIBOR) of the LIBOR Base Interest Rate in effect with respect to the relevant LIBOR Loan at the time date of prepaymentsuch prepayment or conversion. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the LIBOR relevant Interest Period chosen pursuant to the LIBOR Loan as to which prepayment is madePeriod. Said amount shall be reduced to present value calculated by using the above number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate and as the number of days remaining in the term chosen pursuant to the LIBOR Loan as to which prepayment is madediscount rate. The resulting amount shall be the yield maintenance fee due to Lender the Bank upon prepayment or conversion of the prepayment applicable LIBOR Loan. Any acceleration of a LIBOR Loan. If by reason of Loan due to an Event of Default, Lender elects Default will give rise to declare the Obligations to be immediately due and payable, then any a yield maintenance fee calculated with the respect to a such LIBOR Loan shall become due and payable on the date of such acceleration in the same manner as though the Borrower had exercised such a right of prepaymentprepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. Borrower may prepay The following provisions of this ss.1.12 shall be effective only with respect to LIBOR Loans: If, due to acceleration of any Note or due to voluntary prepayment or mandatory repayment or prepayment or due to any other reason, the Bank receives payment of any principal of a LIBOR Loan only upon at least three (3) Business Days on any date prior written notice to Lender (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the LIBOR relevant Interest Period or if for such any reason any LIBOR Loan. Loan is converted to a Floating Rate Loan prior to the expiration of the relevant Interest Period, the Borrower shall pay to Lendershall, upon request of Lender, such amount or amounts as shall be sufficient (in the reasonable opinion of Lender) to compensate Lender for any loss, cost, or expense incurred as a result of: (i) any payment demand and receipt of a LIBOR Loan on Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank a date other than the last day of the LIBOR Interest Period for such LIBOR Loan; (ii) any failure by Borrower to borrow a LIBOR Loan on the date specified by Borrower's written notice; or (iii) any failure by Borrower to pay a LIBOR Loan on the date for payment specified in Borrower's written notice. Without limiting the foregoing, Borrower shall pay to Lender a 'yield maintenance fee' fee in an amount computed as follows: the The 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 LIBOR last day of the Interest Period chosen pursuant applicable to the affected LIBOR Loan as to which the prepayment is made, shall be subtracted from the LIBOR Base Rate "cost of funds" component (i.e., reserve-adjusted LIBOR) of the fixed rate in effect at the time date of prepaymentsuch repayment, prepayment or conversion. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaidso repaid, prepaid or converted. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the LIBOR relevant Interest Period chosen pursuant to the LIBOR Loan as to which prepayment is madePeriod. Said amount shall be reduced to present value calculated by using the above number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate and as the number of days remaining in the term chosen pursuant to the LIBOR Loan as to which prepayment is madediscount rate. The resulting amount shall be the yield maintenance fee due to Lender the Bank upon repayment, prepayment or conversion of the prepayment applicable LIBOR Loan. Any acceleration of a LIBOR Loan. If by reason of Loan due to an Event of Default, Lender elects Default will give rise to declare the Obligations to be immediately due and payable, then any a yield maintenance fee calculated with the respect to a such LIBOR Loan shall become due and payable on the date of such acceleration in the same manner as though the Borrower had exercised such a right of prepaymentprepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. Borrower may prepay The following provisions of this Section 1.6 shall be effective only with respect to LIBOR Loans: If, due to acceleration of the Term Note or due to voluntary prepayment or mandatory repayment or prepayment or due to any other reason, the Bank receives payment of any principal of a LIBOR Loan only upon at least three (3) Business Days on any date prior written notice to Lender (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the LIBOR relevant Interest Period or if for such any reason any LIBOR Loan. Loan is converted to a Floating Rate Loan prior to the expiration of the relevant Interest Period, the Borrower shall pay to Lendershall, upon request of Lender, such amount or amounts as shall be sufficient (in the reasonable opinion of Lender) to compensate Lender for any loss, cost, or expense incurred as a result of: (i) any payment demand and receipt of a LIBOR Loan on Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank a date other than the last day of the LIBOR Interest Period for such LIBOR Loan; (ii) any failure by Borrower to borrow a LIBOR Loan on the date specified by Borrower's written notice; or (iii) any failure by Borrower to pay a LIBOR Loan on the date for payment specified in Borrower's written notice. Without limiting the foregoing, Borrower shall pay to Lender a 'yield maintenance fee' fee in an amount computed as follows: the The 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 LIBOR last day of the Interest Period chosen pursuant applicable to the affected LIBOR Loan as to which the prepayment is made, shall be subtracted from the LIBOR Base Rate "cost of funds" component (I.E., reserve-adjusted LIBOR) of the fixed rate in effect at the time date of prepaymentsuch prepayment or conversion. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the LIBOR relevant Interest Period chosen pursuant to the LIBOR Loan as to which prepayment is madePeriod. Said amount shall be reduced to present value calculated by using the above number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate and as the number of days remaining in the term chosen pursuant to the LIBOR Loan as to which prepayment is madediscount rate. The resulting amount shall be the yield maintenance fee due to Lender the Bank upon prepayment or conversion of the prepayment applicable LIBOR Loan. Any acceleration of a LIBOR Loan. If by reason of Loan due to an Event of Default, Lender elects Default will give rise to declare the Obligations to be immediately due and payable, then any a yield maintenance fee calculated with the respect to a such LIBOR Loan shall become due and payable on the date of such acceleration in the same manner as though the Borrower had exercised such a right of prepaymentprepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. Borrower may prepay a LIBOR Loan only upon at least three (3) Business Days prior written notice to Lender (which notice The following provisions of this ss.1.7 shall be irrevocable), and any such prepayment shall occur effective only on the last day of the with respect to LIBOR Interest Period for such LIBOR Loan. Loans: The Borrower shall pay to Lenderthe Bank, upon request of Lenderthe Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of Lenderthe Bank) to compensate Lender it for any loss, cost, cost or expense incurred as a result of: (i) any payment of a LIBOR Loan on a date other than the last day of the LIBOR Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified by Borrower's written noticein any Facility One LIBOR Notice or Facility Two LIBOR Notice; or and/or (iii) any failure by the Borrower to pay a LIBOR Loan on the date for payment specified in Borrower's written noticeany notice given as to any prepayment. Without limiting the foregoing, if, due to acceleration of any Term Note or due to voluntary prepayment or mandatory repayment or prepayment or due to any other reason, the Bank receives payment of any principal of any LIBOR Loan on any date prior to the last day of the relevant Interest Period, the Borrower shall shall, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to Lender the Bank a 'yield maintenance fee' fee in an amount computed as follows: the The 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 LIBOR last day of the Interest Period chosen pursuant applicable to the affected LIBOR Loan as to which the prepayment is made, shall be subtracted from the LIBOR Base Rate `cost of funds' component (I.E., reserve-adjusted LIBOR) of the fixed rate in effect at the time date of prepaymentsuch prepayment or conversion. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the LIBOR relevant Interest Period chosen pursuant to the LIBOR Loan as to which prepayment is madePeriod. Said amount shall be reduced to present value calculated by using the above number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate and as the number of days remaining in the term chosen pursuant to the LIBOR Loan as to which prepayment is madediscount rate. The resulting amount shall be the yield maintenance fee due to Lender the Bank upon prepayment or conversion of the prepayment applicable LIBOR Loan. Any acceleration of a LIBOR Loan. If by reason of Loan due to an Event of Default, Lender elects Default will give rise to declare the Obligations to be immediately due and payable, then any a yield maintenance fee calculated with the respect to a such LIBOR Loan shall become due and payable on the date of such acceleration in the same manner as though the Borrower had exercised such a right of prepaymentprepayment at that date, such yield maintenance fee being due and payable at that date." l. By deleting from Section 1.8 of the Letter Agreement the words "the Term Note", in each place where same appear, and by substituting in their stead, in each such place, the following: "any Term Note" m. By deleting from Section 1.10 of the Letter Agreement the words "the Term Note", in each place where same appear, and by substituting in their stead, in each such place, the following: "any Term Note" n. By deleting the period at the end of the second sentence of the first paragraph of Section 1.10 of the Letter Agreement and by substituting in its stead the following: "or, as to the Facility Two Term Loan, the costs of acquisition of premises at 19 Pxxxxxxxxxxx Xxx, Xxxxxx, XX." o. By deleting from the third sentence of the third paragraph of Section 1.10 of the Letter Agreement the words "One Federal Street" and by substituting in their stead the following: "100 Federal Street" p. By deleting the period appearing at the end of the last sentence of Section 1.10 of the Letter Agreement and by substituting in its stead the following: "; provided, however, that after the occurrence and during the continuance of an Event of Default, payments will be applied to obligations of the Borrower to the Bank with respect to the Term Loans as the Bank determines in its sole discretion." q. By deleting from the third sentence of Section 1.12 of the Letter Agreement the words "Liquidity Coverage Ratio" and by substituting in their stead the following: "Liquidity Ratio" r. By deleting from Section 3.7 of the Letter Agreement the amount of "$40,000,000" and by substituting in its stead the following: "$60,000,000" s. By deleting the last sentence of Section 3.9 of the Letter Agreement and by substituting in its stead the following: "As used herein, (A) `interest' on Indebtedness includes, without limitation, the interest component of any capitalized leases and all fees paid in respect of any letters of credit now or hereafter issued for the account of the Borrower and/or any of its Subsidiaries, and (B) `current maturities of long-term debt' include, without limitation, current principal components of capitalized leases. Further, notwithstanding the foregoing provisions of this ss.3.9, the Borrower need not maintain the Debt Service Coverage Ratio otherwise required as at any Determination Date if the Borrower's Unencumbered Cash Balance as at such Determination Date is equal to or greater than the product of (x) 1.75 TIMES (y) the aggregate amount of Funded Debt of the Borrower and/or any of its Subsidiaries outstanding at that Determination Date. As used herein, `Funded Debt' means, without duplication, all Indebtedness for borrowed money, all liabilities (whether or not contingent) in respect of any letters of credit, all Indebtedness representing the deferred purchase price of any property, all Indebtedness secured by a Lien, the principal components of any capitalized leases and any guaranty relating to any of the foregoing." t. By deleting from clause (i) of Section 4.1 of the Letter Agreement the words "the Term Note" and by substituting in their stead the following: "the Term Notes" u. By inserting into Article IV of the Letter Agreement, immediately after Section 4.6, the following: