12-14-2022 Council Packet - Laserfiche WebLink

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In connection with the implementation of a Successor Rate, the Lender will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Borrower Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Note; provided that, with respect to any such amendment effected, the Lender shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower reasonably promptly after such amendment becomes effective. If the events or circumstances of the type described in Section 4(i)-(iii) have occurred with respect to the Successor Rate then in effect, then the Successor Rate thereto shall be determined in accordance with the definition of “Successor Rate.” Notwithstanding anything to the contrary herein, (A) after any such determination by the Lender or receipt by the Lender of any such notice described under Section 4(i)-(iii), as applicable, if the Lender determines that no Successor Rates is available on or prior to the Replacement Date, (B) if the events or circumstances described in Section 4(iv) have occurred but no Successor Rate is available, or (C) if the events or circumstances of the type described in Section 4(i)- (iii) have occurred with respect to the Successor Rate then in effect and the Lender determines that no Successor Rate is available, then in each case, the Lender and the Borrower may amend this Note solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 4 at the end of any relevant interest payment date or payment period for interest calculated, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated bilateral credit facilities for such alternative benchmarks and, in each case, including any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated bilateral credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Lender from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Lender shall have mailed such proposed amendment to the Borrower. If, at the end of any relevant interest payment date or payment period for interest calculated, no Successor Rate has been determined in accordance with the preceding paragraphs of this Section 4 and the circumstances under Section 4(i) or (iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Lender will promptly so notify the Borrower. Thereafter, the obligation of the Lender to make or maintain Term SOFR Loans shall be suspended, (to the extent of the affected Term SOFR Loans, interest payment dates or payment periods), until the Successor Rate has been determined in accordance with the preceding paragraphs of this Section 4. Upon receipt of such notice, the Borrower may revoke