12-14-2022 Council Packet - Laserfiche WebLink

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any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans, interest payment dates or payment periods) or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Funding Losses. The Borrower hereby agrees that upon demand by the Lender, the Borrower will indemnify the Lender against any net loss or expense that the Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund or maintain any Term SOFR Loan), as reasonably determined by the Lender, as a result of (a) any payment, prepayment or conversion of any Term SOFR Loan of the Lender on a date other than the last day of an Interest Period for such loan (including any conversion pursuant to Section 4), (b) any failure of the Borrower to prepay, borrow, continue or convert any loan on a date specified therefor in a notice pursuant to this Note or (c) any assignment of a loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower. For this purpose, all notices to the Lender pursuant to this Note will be deemed to be irrevocable. Discretion of the Lender as to Manner of Funding. Notwithstanding any provision of this Note to the contrary, the Lender shall be entitled to fund and maintain its funding of all or any part of the Loan in any manner it sees fit. Mitigation of Circumstances. The Lender shall promptly notify the Borrower of any event of which it has knowledge that will result in, and will use reasonable commercial efforts available to it (and not, in the Lender’s sole judgment, otherwise disadvantageous to the Lender) to mitigate or avoid, (i) any obligation by the Borrower to pay any amount pursuant to Section 2 or (ii) the occurrence of any circumstances described in Section 3 or 4 (and, if the Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, the Lender shall promptly so notify the Borrower). Without limiting the foregoing, the Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Borrower of) any event described in clause (i) or (ii) above and such designation will not, in the Lender’s sole judgment, be otherwise disadvantageous to the Lender. Delay in Requests. Failure or delay on the part of the Lender to demand compensation pursuant to the foregoing provisions of Section 2, 3, 4 or 5 shall not constitute a waiver of the Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate the Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that the Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then