O-2005-2858 - Laserfiche WebLink

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U.S. Treasury security with a maturity closest to the Maturity Date as reported by The Wall Street Journal (or other published source) on the Break Date, plus (ii) the corresponding swap spread that a Registered Owner determines another swap dealer would quote to the Registered Owner on the Break Date for paying to the Registered Owner the fixed rate side of an interest rate swap of that maturity. C = The sum of the products of (i) each Affected Principal Amount for each Affected Principal Period, times (ii) the number of days in that Affected Principal Period divided by 360. "Affected Principal Amount" for an Affected Principal Period is the principal amount of the Obligations scheduled to be outstanding during that Affected Principal Period determined as of the relevant Break Date before giving effect to the Break Event on that Break Date, and for any prepayment, multiplying each such principal amount times the Prepayment Fraction. "Affected Principal Period" is each period from and including a Scheduled Due Date to but excluding the next succeeding Scheduled Due Date, provided that the first such period shall begin on and includes the Break Date. "Applicable Rate" is 3.74%, or such higher interest rate on the Obligations as may permitted by Section 8.2 hereof. "LIB OR Breakage" is any additional loss, cost or expense that Registered Owner may incur with respect to any hedge for the Applicable Rate based on the difference between a London interbank offered rate (for U.S. dollar deposits of the relevant maturity) available in the London interbank market at the beginning of the interest period in which the Break Date occurs and that which is available in that market on the Break Date. "Maturity Date" is the date on which the final payment of principal of the Obligations would, but for any Break Event, have become due. "Prepayment Fraction" is a fraction equal to the principal amount being prepaid over the principal amount of the Obligations outstanding immediately prior to that prepayment on the Break Date. "Present Value" is determined as of the Break Date using "B" above as the discount rate. "Scheduled Due Date" means the date that the principal of an Obligation subject to a Break Event would, but for the Break Event, have become due, whether at maturity or pursuant to the mandatory sinking fund redemption provisions described below. Breakage Fees are payable as liquidated damages, are a reasonable pre-estimate of the losses, costs and expenses a Registered Owner would incur in the event of any optional redemption of the Obligations, are not a penalty, will not require claim for, or proof of, actual damages, and a Registered Owner's determination thereof shall be conclusive and binding in the absence of manifest error. For any Break Event hereunder, the foregoing Breakage Fee provisions supersede any breakage compensation agreement that City and a Registered Owner may have executed with respect to the Obligations. 5 HOU:2516661.4