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132436329v2 <br /> <br /> 2 <br /> <br />of this note, the Lender may designate a substitute index after notifying the Borrower. The <br />Lender will inform the Borrower of the current Index rate upon the Borrower’s request. <br />“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) <br />a Sunday, or (iii) a day on which the Securities Industry and Financial Markets Association <br />recommends that the fixed income departments of its members be closed for the entire day for <br />purposes of trading in United States government securities. Each change in interest rate shall be <br />effective as of each payment day (the “Reset Date”). <br /> Notwithstanding anything to the contrary, if the Lender determines in good faith (which <br />determination shall be conclusive, absent manifest error) that: (A) adequate and fair means do <br />not exist for ascertaining CME One-Month Term SOFR; (B) CME One-Month Term SOFR does <br />not accurately reflect the cost to the Lender of the loan; or (C) a Regulatory Change (as <br />hereinafter defined) shall, in the reasonable determination of the Lender, make it unlawful or <br />commercially unreasonable for the Lender to use CME One-Month Term SOFR as the index for <br />purposes of determining the interest rate, then: (i) CME One-Month Term SOFR shall be <br />replaced with an alternative or successor rate or index chosen by the Lender in its reasonable <br />discretion; and (ii) the [Margin] may also be adjusted by Lender in its reasonable discretion, <br />giving due consideration to market convention for determining rates of interest on comparable <br />loans. “Regulatory Change” shall mean a change in any applicable law, treaty, rule, regulation, <br />or guideline, or the interpretation or administration thereof, by the administrator of the relevant <br />benchmark or its regulatory supervisor, any governmental authority, central bank or other fiscal, <br />monetary or other authority having jurisdiction over Lender or its lending office. Such an <br />amendment to the terms of this Note will become effective and bind Borrower ten (10) Business <br />Days after Lender gives written notice to Borrower without any action or consent of the <br />Borrower. NOTICE: Under no circumstances will the interest rate on this Note be more than the <br />maximum rate allowed by applicable law. <br />[The interest rate on this Note shall be subject to further adjustment by the Lender <br />if there is a change in the Maximum Federal Corporate Tax Rate as a result of a change in <br />law. The Lender shall provide the Borrower with 30 days’ notice of any such adjustment <br />and resulting interest rate. For purposes of this paragraph, “Maximum Federal Corporate <br />Tax Rate” means the maximum rate of income taxation imposed on corporations pursuant <br />to Section 11(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as in <br />effect from time to time, or, if as a result of a change in the Code, the rate of income <br />taxation imposed on corporations generally shall not be applicable to the Lender, the <br />maximum statutory rate of federal income taxation which would apply to the Lender. The <br />adjustment in interest rate will be equal to (a) the interest rate before the adjustment times <br />(1–new Maximum Federal Corporate Tax Rate), divided by (b) .79.] <br />Upon an “Event of Default” as defined in the Loan Agreement and the exercise by the <br />Lender of certain rights thereunder, this Note shall bear a default rate of interest that is 5% per <br />annum over the interest rate otherwise applicable hereto, as provided in Section 6.7 of the Loan <br />Agreement. This Note is subject to acceleration of maturity upon an “Event of Default” as <br />defined in the Loan Agreement.