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and Issuer gives notice thereof to Borrower, then the obligation of Issuer to accept <br /> or implement the LIBOR-Based Rate shall be automatically canceled and terminated with <br /> respect to any new LIBOR Interest Period and the principal balance of this Note from <br /> time to time outstanding shall bear interest at the Prime Equivalent Rate, unless and <br /> except to the extent that the Default Rate is applicable in accordance with the terms and <br /> provisions of this Note. <br /> 2.6 If any applicable law, treaty, rule or regulation (whether domestic or <br /> foreign) now or hereafter in effect, or any Regulatory Change therein, or any <br /> interpretation or change in interpretation or administration thereof by any Governmental <br /> Authority charged with the interpretation or administration thereof, or compliance by <br /> Issuer with any request or directive (whether or not having the force of law) from any <br /> central bank or other Governmental Authority shall: <br /> (a) subject Issuer (or makes it apparent that it is subject) to any tax (including <br /> without limitation any U.S. interest equalization or other tax, however named), levy, <br /> impost, duty, charge, fee (collectively "Taxes"), or any deduction or withholding for any <br /> Taxes on or from any payment due from Borrower with respect to any portion of this <br /> Note, other than income and franchise taxes of the United States and its political <br /> subdivisions imposed on Issuer; <br /> (b) change the basis of taxation of payments due from Borrower to Issuer <br /> under any portion of this Note (other than by a change in the rate of taxation of the <br /> overall net income of Issuer or franchise taxes imposed on Issuer); <br /> (c) impose, modify, increase or deem applicable any reserve requirement (but <br /> excluding that portion of any reserve requirement included in the calculation of the <br /> Reserve Requirement), special deposit requirement or similar requirement (including, but <br /> not limited to, state law requirements, Regulation D and Regulation K) imposed or <br /> deemed applicable by any Governmental Authority charged with the interpretation or <br /> administration of such requirements or deemed applicable against foreign assets held by <br /> or against loans made by Issuer or against any other funds, obligations or other property <br /> owned or held by Issuer; <br /> (d) affect the amount of capital required or expected to be maintained by <br /> Issuer or any corporation controlling Issuer and Issuer determines the amount of capital <br /> required is increased by or based upon the existence of this Note or its obligation to make <br /> the loans evidenced hereby; or <br /> (e) impose on Issuer any other condition regarding any portion of this Note; <br /> and the result of any of the foregoing is to increase (by an amount deemed by Issuer to be <br /> material) the cost to Issuer of having the LIBOR-Based Rate applicable to any portion of this <br /> Note(or in the case of any capital adequacy or similar requirement, to have the effect of reducing <br /> the rate of return on Issuer's capital taking into account Issuer's customary policies with respect <br /> to capital adequacy), or to reduce the amount of principal or interest or other sum received or <br /> receivable by Issuer (by an amount deemed by Issuer to be material), then upon five (5) days' <br /> 6 <br />