Exhibit 10.3


 


		COMMERCIAL PROMISSORY NOTE 

(Base
Rate)




 


Debtor Name


 


DecisionPoint Systems, Inc., a Delaware corporation


 


	Debtor Address	Office	Loan Number
	8697 Research Dr.	45064	191-208-353-9
	Irvine, CA 92618-4204	 	 
	 	Maturity Date	Amount
		July 31, 2024	$9,000,000.00




 


	$9,000,000.00	Date
    July 30, 2021



 


FOR VALUE RECEIVED, on
July 31, 2024, the undersigned (“Debtor”) promises to pay to the order of MUFG UNION BANK, N.A. (“Bank”), as
indicated below, the principal sum of Nine Million and 00/100ths Dollars ($9,000,000.00), or so much thereof as is disbursed, together
with interest on the balance of such principal from time to time outstanding, at the per annum rate or rates and at the times set forth
below.


 


1. INTEREST PAYMENTS.
Debtor shall pay interest on the last day of each month commencing August 31, 2021. Should interest not be paid when due, it shall
become part of the principal and bear interest as herein provided. All computations of interest under this note shall be made on the
basis of a year of 360 days, for actual days elapsed; provided that if an Interest Rate Hedge is outstanding, then interest on this note
shall be computed on the basis of a year of 360 days, actual days elapsed. Whenever any payment required hereunder falls due on a day
other than a Business Day, such payment shall be made on the next succeeding Business Day, unless, in the case of amounts accruing interest
based on the LIBOR Rate, that day falls in a new calendar month, in which event such payment day shall be the next preceding Business
Day. Subject to the provisions set forth in Exhibit A, if any interest rate defined in this note ceases to be available from Bank for
any reason, then said interest rate shall be replaced by the rate then offered by Bank, which, in the sole discretion of Bank, most closely
approximates the unavailable rate (the “Replacement Rate”).


 


(a) BASE
INTEREST RATE. At Debtor’s option, amounts outstanding hereunder in minimum amounts of $150,000 shall bear interest at a rate,
based on an index selected by Debtor, which is two and one-half percent (2.5%) per annum in excess of the LIBOR Rate for the Interest
Period selected by Debtor, acceptable to Bank. Notwithstanding the foregoing, if an Interest Rate Hedge is outstanding, then Debtor shall
be deemed to have selected the LIBOR Rate for each relevant Interest Period.


 


No
Base Interest Rate may be changed, altered or otherwise modified until the expiration of the Interest Period selected by Debtor. The
exercise of interest rate options by Debtor shall be as recorded in Bank’s records, which records shall be prima facie evidence
of the amount borrowed under either interest option and the interest rate; provided, however, that failure of Bank to make any such notation
in its records shall not discharge Debtor from its obligations to repay in full with interest all amounts borrowed. In no event shall
any Interest Period extend beyond the maturity date of this note.


 




    
	BASENOTE.CA M (07/09)	Page 1	68946-1-UB67782




     


    

 


To
exercise this option, Debtor may, from time to time with respect to principal outstanding on which a Base Interest Rate is not accruing,
and on the expiration of any Interest Period with respect to principal outstanding on which a Base Interest Rate has been accruing, select
an index offered by Bank for a Base Interest Rate Loan and an Interest Period by telephoning an authorized lending officer of Bank located
at the banking office identified below prior to 10:00 a.m., Pacific time, on any Business Day and advising that officer of the selected
index, the Interest Period and the Origination Date selected (which Origination Date, for a Base Interest Rate Loan based on the LIBOR
Rate, shall follow the date of such selection by no more than two (2) Business Days).


 


Bank
will mail a written confirmation of the terms of the selection to Debtor promptly after the selection is made. Failure to send such confirmation
shall not affect Bank’s rights to collect interest at the rate selected. If, on the date of the selection, the index selected is
unavailable for any reason, the selection shall be void. Bank reserves the right to fund the principal from any source of funds notwithstanding
any Base Interest Rate selected by Debtor.


 


(b) VARIABLE
INTEREST RATE. All principal outstanding hereunder which is not bearing interest at a Base Interest Rate shall bear interest at the
Reference Rate, which rate shall vary as and when the Reference Rate changes.


 


(c) Subject
to the provisions set forth in Exhibit A, notwithstanding anything contained in this note, if Bank determines that with respect to the
LIBOR Rate (the “Applicable LIBOR Rate”), relevant deposits are not being offered to banks in the London interbank Eurodollar
market for the relevant amounts and relevant maturities for a loan; adequate and reasonable means do not exist for ascertaining the Applicable
LIBOR Rate, or the Applicable LIBOR Rate does not adequately and fairly reflect the cost to Bank of funding a loan, then Bank shall give
Debtor notice thereof, and Bank shall be under no obligation to maintain the relevant loan as an Applicable LIBOR Rate based loan, and
the relevant loan shall be continued bearing interest at the Replacement Rate (plus any applicable margin or spread as set forth in this
note) and payable at the end of each calendar month or as otherwise may be agreed by Bank and Debtor.


 


The
provisions set forth in Exhibit A attached hereto are made a part hereof and shall apply to this note.


 


At any time prior to the
maturity date of this note, subject to the provisions of paragraph 4 below, Debtor may borrow, repay and reborrow hereunder so long as
the total outstanding at any one time does not exceed the principal amount of this note.


 


Debtor shall pay all amounts
due under this note in lawful money of the United States at Bank’s P.O. Box 30115, Los Angeles, CA 90030-0115 Office, or such other
office as may be designated by Bank, from time to time.


 


2. LATE PAYMENTS.
If any payment required by the terms of this note shall remain unpaid ten days after same is due, at the option of Bank, Debtor shall
pay a fee of $100 to Bank.


 


3. INTEREST RATE
FOLLOWING DEFAULT. In the event of default, at the option of Bank, and, to the extent permitted by law, interest shall be payable
on the outstanding principal under this note at a per annum rate equal to five percent (5%) in excess of the interest rate specified
in paragraph 1.b, above, calculated from the date of default until all amounts payable under this note are paid in full.


 




    
	BASENOTE.CA M (07/09)	Page 2	68946-1-UB67782




     


    

 


4. PREPAYMENT.


 


(a)
Amounts outstanding under this note bearing interest at a rate based on the Reference Rate may be prepaid in whole or in part at
any time, without penalty or premium. Debtor may prepay amounts outstanding under this note bearing interest at a Base Interest Rate
in whole or in part provided Debtor has given Bank not less than five (5) Business Days prior written notice of Debtor’s intention
to make such prepayment and pays to Bank the prepayment fee due as a result. The prepayment fee shall also be paid, if Bank, for any
other reason, including acceleration or foreclosure, receives all or any portion of principal bearing interest at a Base Interest Rate
prior to its scheduled payment date. The prepayment fee shall be an amount equal to the present value of the product of: (i) the difference
(but not less than zero) between (a) the Base Interest Rate applicable to the principal amount which is being prepaid, and (b) the return
which Bank could obtain if it used the amount of such prepayment of principal to purchase at bid price regularly quoted securities issued
by the United States having a maturity date most closely coinciding with the relevant Base Rate Maturity Date and such securities were
held by Bank until the relevant Base Rate Maturity Date (“Yield Rate”); (ii) a fraction, the numerator of which is the number
of days in the period between the date of prepayment and the relevant Base Rate Maturity Date and the denominator of which is 360; and
(iii) the amount of the principal so prepaid (except in the event that principal payments are required and have been made as scheduled
under the terms of the Base Interest Rate Loan being prepaid, then an amount equal to the lesser of (A) the amount prepaid or (B) 50%
of the sum of (1) the amount prepaid and (2) the amount of principal scheduled under the terms of the Base Interest Rate Loan being prepaid
to be outstanding at the relevant Base Rate Maturity Date). Present value under this note is determined by discounting the above product
to present value using the Yield Rate as the annual discount factor.


 


(b) In
no event shall Bank be obligated to make any payment or refund to Debtor, nor shall Debtor be entitled to any setoff or other claim against
Bank, should the return which Bank could obtain under this prepayment formula exceed the interest that Bank would have received if no
prepayment had occurred. All prepayments shall include payment of accrued interest on the principal amount so prepaid and shall be applied
to payment of interest before application to principal. A determination by Bank as to the prepayment fee amount, if any, shall be conclusive.


 


(c) Bank
shall provide Debtor a statement of the amount payable on account of prepayment. Debtor acknowledges that (i) Bank establishes a Base
Interest Rate upon the understanding that it apply to the Base Interest Rate Loan for the entire Interest Period, and (ii) Bank would
not lend to Debtor without Debtor’s express agreement to pay Bank the prepayment fee described above.


 




    
	BASENOTE.CA M (07/09)	Page 3	68946-1-UB67782




     


    

 


(d) If
Debtor has entered into an Interest Rate Hedge, Debtor acknowledges and agrees that (i) Bank (or its affiliate) has the right, but
not the obligation, under the Swap Documents (defined below) governing such Interest Rate Hedge, to compel an early termination, in
full or in part, of such Interest Rate Hedge as a result of any unscheduled prepayment under this note, (ii) any such early
termination may result in payment obligations (which may be substantial in amount) being owed by Debtor to Bank (or any affiliate of
Bank) as early termination, close-out or settlement amounts, which amounts shall be determined in accordance with the Swap Documents
governing such Interest Rate Hedge and shall be in addition to any prepayment fee and other charges specified herein, and (iii) if
such full or partial early termination of the Interest Rate Hedge results in an amount owing by Bank or its affiliate to Debtor,
then Bank may in its discretion apply such amount to prepayment of principal hereunder, together with accrued interest on such
principal and any resulting prepayment fee. Debtor further acknowledges and agrees that neither Bank nor any of its affiliates is
under any obligation to enter into Interest Rate Hedges with Debtor and that such Interest Rate Hedges will be governed by
documentation separate from this note.


 


DEBTOR
INITIAL HERE: __________   ________  ________  ________  ________


 


5. DEFAULT
AND ACCELERATION OF TIME FOR PAYMENT. Default shall include, but not be limited to, any of the following: (a) the failure of Debtor
to make any payment required under this note when due; (b) any breach, misrepresentation or other default by Debtor, any guarantor, co-maker,
endorser, or any person or entity other than Debtor providing security for this note (hereinafter individually and collectively referred
to as the “Obligor”) under any security agreement, guaranty or other agreement between Bank and any Obligor, together with
and including any document or agreement evidencing or governing any Interest Rate Hedge, or any other swap, option, forward or similar
transaction entered into between Debtor and Bank or any affiliate of Bank (“Swap Document”); (c) the insolvency of any Obligor
or the failure of any Obligor generally to pay such Obligor’s debts as such debts become due; (d) the commencement as to any Obligor
of any voluntary or involuntary proceeding under any laws relating to bankruptcy, insolvency, reorganization, arrangement, debt adjustment
or debtor relief; (e) the assignment by any Obligor for the benefit of such Obligor’s creditors; (f) the appointment, or commencement
of any proceeding for the appointment of a receiver, trustee, custodian or similar official for all or substantially all of any Obligor’s
property; (g) the commencement of any proceeding for the dissolution or liquidation of any Obligor; (h) the termination of existence or
death of any Obligor; (i) the revocation of any guaranty or subordination agreement given in connection with this note; (j) the failure
of any Obligor to comply with any order, judgement, injunction, decree, writ or demand of any court or other public authority; (k) the
filing or recording against any Obligor, or the property of any Obligor, of any notice of levy, notice to withhold, or other legal process
for taxes other than property taxes; (l) the default by any Obligor personally liable for amounts owed hereunder on any obligation concerning
the borrowing of money; (m) the issuance against any Obligor, or the property of any Obligor, of any writ of attachment, execution, or
other judicial lien; or (n) the deterioration of the financial condition of any Obligor which results in Bank deeming itself, in good
faith, insecure. Upon the occurrence of any such default, Bank, in its discretion, may cease to advance funds hereunder and may declare
all obligations under this note immediately due and payable; however, upon the occurrence of an event of default under d, e, f, or g,
all principal and interest hereunder shall automatically become immediately due and payable.


 






    
	BASENOTE.CA M (07/09)	Page 4	68946-1-UB67782




     


    

 


6. ADDITIONAL
AGREEMENTS OF DEBTOR. If any amounts owing under this note are not paid when due, Debtor promises to pay all costs and expenses,
including reasonable attorneys’ fees, (including the allocated costs of Bank’s in-house counsel and legal staff)
incurred by Bank in the negotiation, documentation and modification of this note and all related documents and in the collection or
enforcement of any amount outstanding hereunder. Debtor and any Obligor, for the maximum period of time and the full extent
permitted by law, (a) waive diligence, presentment, demand, notice of nonpayment, protest, notice of protest, and notice of every
kind; (b) waive the right to assert the defense of any statute of limitations to any debt or obligation hereunder; and (c) consent
to renewals and extensions of time for the payment of any amounts due under this note. If this note is signed by more than one
party, the term “Debtor” includes each of the undersigned and any successors in interest thereof; all of whose liability
shall be joint and several. Any married person who signs this note agrees that recourse may be had against the separate property of
that person for any obligations hereunder. The receipt of any check or other item of payment by Bank, at its option, shall not be
considered a payment on account until such check or other item of payment is honored when presented for payment at the drawee bank.
Bank may delay the credit of such payment based upon Bank’s schedule of funds availability, and interest under this note shall
accrue until the funds are deemed collected. In any action brought under or arising out of this note, Debtor and any Obligor,
including their successors and assigns, hereby consent to the jurisdiction of any competent court within the State of California, as
provided in any alternative dispute resolution agreement executed between Debtor and Bank, and consent to service of process by any
means authorized by said state’s law. The term “Bank” includes, without limitation, any holder of this note. This
note shall be construed in accordance with and governed by the laws of the State of California. This note hereby incorporates any
alternative dispute resolution agreement previously, concurrently or hereafter executed between Debtor and Bank, other than any such
provision contained in a Swap Document.


 


7. DEFINITIONS. As
used herein, the following terms shall have the meanings respectively set forth below: “Base Interest Rate” means
a rate of interest based on the LIBOR Rate. “Base Interest Rate Loan” means amounts outstanding under this note
that bear interest at a Base Interest Rate. “Base Rate Maturity Date” means the last day of the Interest Period
with respect to principal outstanding under a Base Interest Rate Loan. “Business Day” means a day on which Bank
is open for business for the funding of corporate loans, and, with respect to the rate of interest based on the LIBOR Rate, on which
dealings in U.S. dollar deposits are carried out in the London interbank market. “Interest Period” means with
respect to funds bearing interest at a rate based on the LIBOR Rate, any calendar period of 1, 3, 6 or 12 months. In determining an
Interest Period, a month means a period that starts on one Business Day in a month and ends on and includes the day preceding the
numerically corresponding day in the next month. For any month in which there is no such numerically corresponding day, then as to
that month, such day shall be deemed to be the last calendar day of such month. Any Interest Period which would otherwise end on a
non-Business Day shall end on the first succeeding Business Day unless that day falls in a new calendar month, in which event such
Interest Period shall end on the next preceding Business Day. “Interest Rate Hedge” means any interest rate swap,
forward swap or swaption, or interest rate cap or collar transaction now or hereafter entered into between Debtor and Bank or any
affiliate of Bank for purposes of hedging or mitigating, fully or partially, interest rate risk under this note. “LIBOR
Rate” means, for any specified Interest Period, a per annum rate of interest determined by Bank as equal to the rate for
deposits in US Dollars for a period comparable to the Interest Period which appears on the Reuters Screen LIBOR 01 Page (or any
replacement or successor page or service) as of 11:00 a.m., London time, on the day that is two (2) Business Days preceding the
first day of such Interest Period. For the avoidance of doubt, if the LIBOR Rate as so determined herein would be less than zero,
the LIBOR Rate shall be deemed to be zero for the purposes of this note. “Origination Date” means the first day
of the Interest Period. “Reference Rate” means the rate announced by Bank from time to time at its corporate
headquarters as its Reference Rate. The Reference Rate is an index rate determined by Bank from time to time as a means of pricing
certain extensions of credit and is neither directly tied to any external rate of interest or index nor necessarily the lowest rate
of interest charged by Bank at any given time.


 






    
	BASENOTE.CA M (07/09)	Page 5	68946-1-UB67782




     


    

 


8. COUNTERPARTS/ELECTRONIC
SIGNATURES. This document may be executed in one or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same document. Delivery of a signature page to, or an executed counterpart of, this
document by facsimile, email transmission of a scanned image, or other electronic means, shall be effective as delivery of an
originally executed counterpart. The words “execution,” “signed,” “signature,” and words of like
import in this document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based record
keeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation,
Electronic Signatures in Global and National Commerce Act, any other similar state laws based on the Uniform Electronic Transactions
Act or the Uniform Commercial Code, and the parties hereto hereby waive any objection to the contrary.


 


DEBTOR:


 


	DecisionPoint Systems, Inc., a Delaware corporation	 
	 	 	 
	By:	/s/ Melinda Wohl	 
	 	Melinda Wohl, Vice President Finance	 




 




    
	BASENOTE.CA M (07/09)	Page 6	68946-1-UB67782




     


    

 


Exhibit
A


 


BENCHMARK REPLACEMENT SETTING


 


The following provisions of this Exhibit A (this
“Exhibit”) shall be effective notwithstanding anything to the contrary in the note to which this Exhibit is attached (the
“Note”) or in any other document related to the Note (and any Swap Document shall be deemed not to be a document related to
the Note for purposes of this Exhibit).


 


(a) BENCHMARK REPLACEMENT.
If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any
setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder
and under any document related to the Note in respect of such Benchmark setting and subsequent Benchmark settings. Any replacement of
a Benchmark with a Benchmark Replacement pursuant to this Exhibit shall be effective without any amendment to, or further action or consent
of any other party to, the Note or any document related to the Note. Bank will have the right to make any changes (“Benchmark Replacement
Conforming Changes”) to the Note that Bank decides may be appropriate to reflect the adoption and implementation of any such Benchmark
Replacement and to permit the administration thereof by Bank from time to time and any amendments implementing such Benchmark Replacement
Conforming Changes will become effective without any further action or consent of Debtor.


 


(b) STANDARDS.
Any determination, decision or election that may be made by Bank pursuant to this Exhibit, including any determination with respect to
a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain
from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in Bank’s sole discretion
and without consent from Debtor. Bank does not warrant or accept responsibility for, and shall not have any liability to Debtor under
the Note or otherwise for, any loss, damage or claim arising from or relating to (i) any matter related to the Benchmark, any component
definition thereof or rates referred to in the definition thereof or any alternative, comparable or successor rate thereto (including
any then-current Benchmark or any Benchmark Replacement), including whether any such alternative, comparable or successor rate (including
any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity
as, the then-current Benchmark, (ii) the effect or implementation of any Benchmark Replacement Conforming Changes or (iii) any mismatch
between the Benchmark or the Benchmark Replacement and any of Debtor’s other financing instruments (including those that are intended
as hedges).


 


(c) UNAVAILABILITY
OF TENOR OF BENCHMARK. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current
Benchmark is a term rate (including USD LIBOR), then Bank may remove any tenor of such Benchmark that is unavailable or non-representative
for Benchmark (including Benchmark Replacement) settings and (ii) Bank may reinstate any such previously removed tenor for Benchmark
(including Benchmark Replacement) settings.


 


(d) LONDON INTERBANK
OFFERED RATE BENCHMARK TRANSITION EVENT. On March 5, 2021, the ICE Benchmark Administration (the “IBA”), the administrator
of the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of the IBA,
announced in public statements (the “Announcements”) that the final publication or representativeness date for (i) 1-week
and 2-month London interbank offered rate tenor settings will be December 31, 2021 and (ii) overnight, 1-month, 3-month, 6-month and
12-month London interbank offered rate tenor settings will be June 30, 2023. No successor administrator for the IBA was identified in
such Announcements. The parties hereto agree and acknowledge that the Announcements resulted in the occurrence of a Benchmark Transition
Event with respect to the London interbank offered rate pursuant to the terms of this note and that any obligation of the Bank to notify
any parties of such Benchmark Transition Event pursuant to this Exhibit A shall be deemed satisfied.


 




    
	Rev. 05/20/2021	A-1	Comm Prom Base Rate Note-Swap Comp




     


    

 


(e)
CERTAIN DEFINED TERMS. As used in this Exhibit:


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current
Benchmark is a term rate, any tenor for such Benchmark or (y) otherwise, any payment period for interest calculated with reference to
such Benchmark, as applicable, that is or may be used for determining the length of an interest period pursuant to the Note as of such
date.


 


“Benchmark”
means, initially, USD LIBOR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to USD LIBOR or the then-current Benchmark, then “Benchmark” means the Benchmark Replacement that has replaced
such prior benchmark rate.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the following order that can be determined by
Bank for the applicable Benchmark Replacement Date: (1) the sum of (A) Daily Simple SOFR and (B) the related Benchmark Replacement Adjustment
or (2) the sum of (A) the alternate benchmark rate that has been selected by Bank as the replacement for the then-current Benchmark for
the applicable Corresponding Tenor and (B) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant
to clause (1) or (2) above would be less than the benchmark rate floor, if any, provided in the Note initially (as of the execution of
the Note, the modification, amendment or renewal of the Note or otherwise) with respect to USD LIBOR (the “Floor”), the Benchmark
Replacement will be deemed to be such Floor for the purposes of the Note and the documents related to the Note.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable interest period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, (1) for purposes of clause
(1) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such
interest period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Available Tenor of
such Benchmark with the applicable Unadjusted Benchmark Replacement and (2) for purposes of clause (2) of the definition of “Benchmark
Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or
negative value or zero) that has been selected by Bank; provided that, if the then-current Benchmark is a term rate, more than
one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement
that will replace such Benchmark in accordance with this Exhibit will not be a term rate, the Available Tenor of such Benchmark for purposes
of this definition of “Benchmark Replacement Adjustment” shall be deemed to be, with respect to each Unadjusted Benchmark
Replacement having a payment period for interest calculated with reference thereto, the Available Tenor that has approximately the same
length (disregarding business day adjustments) as such payment period.


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (1) in the
case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement
or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component
used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component
thereof); or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement
or publication of information referenced therein. For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement
Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will
be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will
be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event
or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the
calculation thereof).


 






    
	Rev. 05/20/2021	A-2	Comm Prom Base Rate Note-Swap Comp




     


    

 


“Benchmark
Transition Event” means, with respect to the then-current Benchmark, a public statement or publication of information: (a)
by or on behalf of the administrator of such Benchmark announcing that such administrator has ceased or will cease to provide all
Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide any Available Tenor of such Benchmark, (b) by the regulatory
supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank
of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with
jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over
the administrator for such Benchmark, which states that the administrator of such Benchmark has ceased or will cease to provide all
Available Tenors of such Benchmark permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide any Available Tenor of such Benchmark, or (c) by the regulatory
supervisor for the administrator of such Benchmark announcing that all Available Tenors of such Benchmark are no longer
representative. For the avoidance of doubt, (i) a “Benchmark Transition Event” will be deemed to have occurred with
respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each
then-current Available Tenor of such Benchmark and (ii) each reference in this definition to a Benchmark shall also include any
published component used in the calculation thereof.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Daily Simple
SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by Bank
in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily
Simple SOFR” for bilateral business loans; provided, that if Bank decides that any such convention is not administratively
feasible for Bank, then Bank may establish another convention.


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11:00 a.m. (London time) on the day
that is two Business Days preceding the date of such setting, and (2) if such Benchmark is not USD LIBOR, the time determined by Bank.


 


“Relevant Governmental
Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor
thereto.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
on the immediately succeeding Business Day by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight
financing rate) on its website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate
identified as such by such administrator from time to time.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“USD LIBOR” means the London interbank
offered rate for U.S. dollars.


 


 


	Rev. 05/20/2021	A-3	Comm Prom Base Rate Note-Swap Comp