Common use of Prepayment of LIBOR Loans Clause in Contracts

Prepayment of LIBOR Loans. The following provisions of this §1.7 shall be effective only with respect to LIBOR Loans: The Borrower shall pay to the Bank, upon request of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it 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 Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified in any LIBOR Loan Notice; and/or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in any 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, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank 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 last day of the Interest Period applicable to the affected LIBOR Loan shall be subtracted from the “fixed rate” component (i.e., reserve-adjusted LIBOR) of the LIBOR Interest Rate in effect with respect to the relevant LIBOR Loan at the date of such 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 relevant Interest Period. Said amount shall be reduced to present value calculated by using the number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate as the discount rate. The resulting amount shall be the yield maintenance fee due to the Bank upon prepayment or conversion of the applicable LIBOR Loan. Any acceleration of a LIBOR Loan due to an Event of Default will give rise to a yield maintenance fee calculated with the respect to such LIBOR Loan on the date of such acceleration in the same manner as though the Borrower had exercised a right of prepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. The following provisions of this §1.7 Borrower may prepay a LIBOR Loan only upon at least three (3) Business Days prior written notice to Lender (which notice shall be effective irrevocable), and any such prepayment shall occur only with respect to on the last day of the LIBOR Loans: The Interest Period for such LIBOR Loan. Borrower shall pay to the BankLender, upon request of the BankLender, such amount or amounts as shall be sufficient (in the reasonable opinion of the BankLender) to compensate it Lender 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 in any LIBOR Loan Noticeby Borrower's written notice; and/or or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in any notice given as to any prepaymentBorrower's written notice. Without limiting the foregoing, if, due Borrower shall pay 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 Lender 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, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to 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 last day of the LIBOR Interest Period applicable chosen pursuant 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 Interest Base Rate in effect with respect to the relevant LIBOR Loan at the date time of such prepayment or conversionprepayment. 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 relevant LIBOR Interest PeriodPeriod 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 relevant Interest Period and by using term chosen pursuant to the above-referenced United States Treasury securities rate LIBOR Loan as the discount rateto which prepayment is made. The resulting amount shall be the yield maintenance fee due to Lender upon the Bank upon prepayment or conversion of the applicable a LIBOR Loan. Any acceleration 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 to an Event of Default will give rise to a yield maintenance fee calculated with the respect to such LIBOR Loan on the date of such acceleration and payable in the same manner as though the Borrower had exercised a such right of prepayment at that date, such yield maintenance fee being due and payable at that dateprepayment.

Prepayment of LIBOR Loans. The following provisions of this §1.7 ss.1.7 shall be effective only with respect to LIBOR Loans: The Borrower shall pay to the Bank, upon request of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it 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 Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified in any Facility One LIBOR Loan Notice or Facility Two LIBOR Notice; and/or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in any notice given as to any prepayment. Without limiting the foregoing, if, due to acceleration of the 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 a 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, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank 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 last day of the Interest Period applicable to the affected LIBOR Loan shall be subtracted from the “fixed rate” `cost of funds' component (i.e.I.E., reserve-adjusted LIBOR) of the LIBOR Interest Rate fixed rate in effect with respect to the relevant LIBOR Loan at the date of such 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 relevant Interest Period. Said amount shall be reduced to present value calculated by using the number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate as the discount rate. The resulting amount shall be the yield maintenance fee due to the Bank upon prepayment or conversion of the applicable LIBOR Loan. Any acceleration of a LIBOR Loan due to an Event of Default will give rise to a yield maintenance fee calculated with the respect to such LIBOR Loan on the date of such acceleration in the same manner as though the Borrower had exercised a right of prepayment 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 P▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇." 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:

Prepayment of LIBOR Loans. The following provisions of this §1.7 Section 2.08 shall be effective only with respect to LIBOR Loans: The Subject to the terms of Section 2.03 above, the Borrower shall pay have right (subject to the Bank, upon request payment of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bankyield maintenance fee described below) to compensate it for prepay any loss, cost or expense incurred as a result of: (i) any payment of a such LIBOR Loan on a date other than the last day of the Interest Period for such LIBOR Loan; (ii) at any failure by the Borrower to borrow a LIBOR Loan on the date specified in any LIBOR Loan Notice; and/or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in any notice given as to any prepaymenttime. Without limiting the foregoing, ifIf, due to acceleration of any of the Term Note Revolving Notes, or due to voluntary prepayment or mandatory repayment or prepayment prepayment, or due to any other reason, the any Bank receives payment of all or any portion of principal of a any LIBOR Loan on any date prior to the last day of the then relevant Interest Period or if for any reason any LIBOR Loan is for any reason converted to a Floating Rate Loan prior to the expiration last day of the then relevant Interest Period, the Borrower shall, upon demand and receipt of a Bank Certificate from the any affected Bank with respect thereto, pay forthwith to the such Bank 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 last day of the Interest Period applicable to the affected LIBOR Loan shall be subtracted from the “"cost of funds" component of the fixed rate” component rate (i.e., reserve-adjusted LIBOR) of the LIBOR Interest Rate in effect with respect to the relevant LIBOR Loan at the date of such 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 prepaid or converted. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the relevant Interest Period. Said amount shall be reduced to present value calculated by using the number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities security rate as the discount rate. The resulting amount shall be the yield maintenance fee due to the Bank upon prepayment or conversion of the applicable LIBOR Loan. Any acceleration of a LIBOR Loan due to an Event of Default will give rise to a yield maintenance fee calculated with the respect to such LIBOR Loan on the date of such acceleration in the same manner as though the Borrower had exercised a right of prepayment at that date, such yield maintenance fee being due and payable at that date.yield

Prepayment of LIBOR Loans. The following provisions of this §1.7 (S)1.7 ------------------------- shall be effective only with respect to LIBOR Loans: The Borrower shall pay to the Bank, upon request of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it 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 Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified in any LIBOR Loan Notice; and/or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in any 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, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank 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 last day of the Interest Period applicable to the affected LIBOR Loan shall be subtracted from the “fixed rate” "cost of funds" component (i.e., reserve-adjusted LIBOR) of the LIBOR ---- Interest Rate in effect with respect to the relevant LIBOR Loan at the date of such 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 relevant Interest Period. Said amount shall be reduced to present value calculated by using the number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate as the discount rate. The resulting amount shall be the yield maintenance fee due to the Bank upon prepayment or conversion of the applicable LIBOR Loan. Any acceleration of a LIBOR Loan due to an Event of Default will give rise to a yield maintenance fee calculated with the respect to such LIBOR Loan on the date of such acceleration in the same manner as though the Borrower had exercised a right of prepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. The following provisions of this §1.7 ss.1.9 shall be effective only with respect to LIBOR Loans: The Borrower shall pay to the Bank, upon request of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it 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 Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified in any LIBOR Loan Notice; and/or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in any notice given as to any prepayment. Without limiting the foregoing, ifIf, due to acceleration of the Term 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 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, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank 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 last day of the Interest Period applicable to the affected LIBOR Loan shall be subtracted from the “fixed rate” component (i.e., reserve-adjusted LIBOR) of the LIBOR Interest Rate in effect with respect to the relevant LIBOR Loan at the date of such 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 relevant Interest Period. Said amount shall be reduced to present value calculated by using the number of days remaining in the relevant Interest Period and by using the above-referenced bond equivalent of the United States Treasury securities rate as the discount rate. The resulting amount shall be the yield maintenance fee due to the Bank upon prepayment or conversion of the applicable LIBOR Loan. Any acceleration of a LIBOR Loan due to an Event of Default will give rise to a yield maintenance fee calculated with the respect to such LIBOR Loan on the date of such acceleration in the same manner as though the Borrower had exercised a right of prepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. The following provisions of this §1.7 ss.1.7 shall be effective only with respect to LIBOR Loans: The Borrower shall pay to the Bank, upon request of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it 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 Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified in any LIBOR Loan Notice; and/or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in any notice given as to any prepayment. Without limiting the foregoing, ifIf, 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, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank 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 last day of the Interest Period applicable to the affected LIBOR Loan shall be subtracted from the “fixed rate” "cost of funds" component (i.e., reserve-adjusted LIBOR) of the LIBOR Interest Rate in effect with respect to the relevant LIBOR Loan at the date of such 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 relevant Interest Period. Said amount shall be reduced to present value calculated by using the number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate as the discount rate. The resulting amount shall be the yield maintenance fee due to the Bank upon prepayment or conversion of the applicable LIBOR Loan. Any acceleration of a LIBOR Loan due to an Event of Default will give rise to a yield maintenance fee calculated with the respect to such LIBOR Loan on the date of such acceleration in the same manner as though the Borrower had exercised a right of prepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. The following provisions of this §1.7 Section 1.6 shall be effective only with respect to LIBOR Loans: The Borrower shall pay to the Bank, upon request of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it 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 Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified in any LIBOR Loan Notice; and/or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in any notice given as to any prepayment. Without limiting the foregoing, ifIf, 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, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank 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 last day of the Interest Period applicable to the affected LIBOR Loan shall be subtracted from the “fixed rate” "cost of funds" component (i.e.I.E., reserve-adjusted LIBOR) of the LIBOR Interest Rate fixed rate in effect with respect to the relevant LIBOR Loan at the date of such 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 relevant Interest Period. Said amount shall be reduced to present value calculated by using the number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate as the discount rate. The resulting amount shall be the yield maintenance fee due to the Bank upon prepayment or conversion of the applicable LIBOR Loan. Any acceleration of a LIBOR Loan due to an Event of Default will give rise to a yield maintenance fee calculated with the respect to such LIBOR Loan on the date of such acceleration in the same manner as though the Borrower had exercised a right of prepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. The following provisions of this §1.7 ss.1.12 shall be effective only with respect to LIBOR Loans: The Borrower shall pay to the Bank, upon request of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it 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 Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified in any LIBOR Loan Notice; and/or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in any notice given as to any prepayment. Without limiting the foregoing, ifIf, due to acceleration of the Term 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 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, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank 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 last day of the Interest Period applicable to the affected LIBOR Loan shall be subtracted from the “fixed rate” "cost of funds" component (i.e., reserve-adjusted LIBOR) of the LIBOR Interest Rate fixed rate in effect with respect to the relevant LIBOR Loan at the date of such 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 relevant Interest Period. Said amount shall be reduced to present value calculated by using the number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate as the discount rate. The resulting amount shall be the yield maintenance fee due to the Bank upon repayment, prepayment or conversion of the applicable LIBOR Loan. Any acceleration of a LIBOR Loan due to an Event of Default will give rise to a yield maintenance fee calculated with the respect to such LIBOR Loan on the date of such acceleration in the same manner as though the Borrower had exercised a right of prepayment at that date, such yield maintenance fee being due and payable at that date.

Prepayment of LIBOR Loans. The following provisions of this §Section 1.7 shall be effective only with respect to LIBOR Loans: The Borrower shall pay to the Bank, upon request of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it 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 Interest Period for such LIBOR Loan; (ii) any failure by the Borrower to borrow a LIBOR Loan on the date specified in any LIBOR Loan Notice; and/or (iii) any failure by the Borrower to pay a LIBOR Term Loan on the date for payment specified in any notice given as to any prepayment. Without limiting the foregoing, if, due to acceleration of the 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 a 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, upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank 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 last day of the Interest Period applicable to the affected LIBOR Loan shall be subtracted from the “fixed rate” `fixed' component (i.e.I.E., reserve-adjusted LIBOR) of the LIBOR Interest Rate in effect with respect to the relevant LIBOR Loan at the date of such 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 relevant Interest Period. Said amount shall be reduced to present value calculated by using the number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate as the discount rate. The resulting amount shall be the yield maintenance fee due to the Bank upon prepayment or conversion of the applicable LIBOR Loan. Any acceleration of a LIBOR Loan due to an Event of Default will give rise to a yield maintenance fee calculated with the respect to such LIBOR Loan on the date of such acceleration in the same manner as though the Borrower had exercised a right of prepayment 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: