pbsv_ex105





  Exhibit
10.5






 



PAYCHECK PROTECTION PROGRAM LOAN

 



NOTE

 



 


	

SBA
Loan #


 

	

PPP
-             22073272-10


 


	

SBA
Loan Name


 

	

PHARMA
SERV INC


 


	

Date


 

	

April
23, 2020


 


	

Loan
Amount


 

	

$1,080,400.00


 


	

Interest
Rate


 

	

1.00%


 


	

Borrower


 

	

PHARMA
SERV INC


 


	

Operating
Company


 

	
 


	

Lender


 

	

Banco
Popular de Puerto Rico


 







 

 



.     

PROMISE
TO PAY:





 


In
return for the Loan, Borrower promises to pay to the order of
Lender the amount of one
million eighty thousand four hundred with
00/100    Dollars,
interest
on the unpaid principal balance, and all other amounts required by
this Note.

 

 


2.
DEFINITIONS:

 


"Loan"
means the loan evidenced by this Note.

 


"Loan
Documents" means the documents related to this loan signed by
Borrower.



	







 


"SBA"
means the Small Business Administration, an Agency of the United
States of America.




 

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3. PAYMENT TERMS:

 


Borrower
must make all payments at the place Lender designates. The payment
terms for this Note are:

 


Interest
Rate: The outstanding principal amount of this Note, shall bear
interest from the date hereof until paid in full at a fixed annual
rate equal to 100 basis points or 1%. The fixed interest rate will
not be changed during the life of the loan.

 


Maturity:
The maturity of the Loan is two years from the date of first
disbursement of this loan (the "Maturity Date").

 


Deferral:
Borrower does not have to make any payments for six months
following the date of disbursement of the Loan. However, interest
will continue to accrue on the Loan during the six-month deferment
period.

 


Repayment:
After the six-month deferment period, the Borrower shall repay the
fully amortized outstanding Loan amount through 18 successive
monthly payments of principal and interest in equal installments.
Lender will apply any payment first to pay interest accrued as of
the day the Lender receives the payment, then to bring principal
current, and will apply any remaining balance to reduce
principal.

 


Forgiveness:
An amount up to the full principal amount of the Loan and any
accrued interest can be forgiven in accordance with section 1106 of
the Coronavirus Aid, Relief, and Economic Security Act ("CARES
Act") and the corresponding regulations issued by SBA.

 


The
amount of loan forgiveness shall be calculated (and may be reduced)
in accordance with the requirements of the Paycheck Protection
Program and the CARES Act.

 


The
actual amount of loan forgiveness will depend, in part, on the
total amount of payroll costs, payments of interest on mortgage
obligations incurred before February 15, 2020, rent payments on
leases dated before February 15, 2020, and utility payments under
service agreements dated before February 15, 2020, over the
eight-week period following the date of the Loan; provided,
however, that not more than 25 percent of the loan forgiveness
amount may be attributable to nonpayroll costs.

 


Non-Recourse.
Lender and SBA shall have no recourse against any individual
shareholder, member or partner of Borrower for non-payment of the
Loan, except to the extent that such shareholder, member or partner
uses the Loan proceeds for an unauthorized purpose.

 









 

2








 





 



4. DEFAULT

 


Borrower
is in default under this Note if Borrower does not make a payment
when due under this Note, or if Borrower or Operating
Company:

 

A. Fails
to do anything required by this Note and other Loan
Documents;

 

B. Defaults
on any other loan with Lender;

 

C. Does
not disclose, or anyone acting on their behalf does not disclose,
any material fact to Lender or SBA;

 

D. Makes,
or anyone acting on their behalf makes, a materially false or
misleading representation to Lender or SBA;

 

E. Defaults
on any loan or agreement with another creditor, if Lender believes
the default may materially affect Borrower's ability to pay this
Note.

 

F. Fails
to pay any taxes when due;

 

G. Becomes
the subject of a proceeding under any bankruptcy or insolvency
law;

 

H. Has
a receiver or liquidator appointed for any part of their business
or property;

 

I. Makes
an assignment for the benefit of creditors;

 

J. Has
any adverse change in financial condition or business operation
that Lender believes may materially affect Borrower's ability to
pay this Note.

 

K.  
Reorganizes,
merges, consolidates, or otherwise changes ownership or business
structure without Lender's prior written consent; or

 


L.    Becomes the subject of a civil or
criminal action that Lender believes may materially affect
Borrowers' ability

 



5.         

LENDER'
S RIGHTS IF THERE IS A DEFAULT:





 


Without
notice or demand and without giving up any of its rights, Lender
may:

 

A. Require
immediate payment of all amounts owing under this
Note;

 

B. Collect
all amounts owing from any Borrower; or

 

C. File
suit and obtain judgment.

 



6.         

LENDER'
S GENERAL POWERS:





 


Without
notice and without Borrower's consent, Lender may:

 

A. Release
anyone obligated to pay this Note; or

 

B. Incur
expenses to collect amounts due under this Note, enforce the terms
of this Note or any other Loan.


 


C.    Take any action necessary to collect
amounts owing on this Note


 




 

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7.         

WHEN
FEDERAL LAW APPLIES:





 


When
SBA is the holder, this Note will be interpreted and enforced under
federal law, including SBA regulations. Lender or SBA may use state
or local procedures for filing papers, recording documents, giving
notice, foreclosing liens, and other purposes. By using such
procedures, SBA does not waive any federal immunity from state or
local control, penalty, tax, or liability. As to this Note,
Borrower may not claim or assert against SBA any local or state law
to deny any obligation, defeat any claim of SBA, or preempt federal
law.

 



8.         

SUCCESSORS
AND ASSIGNS





 


Under
this Note, Borrower and Operating Company include the successors of
each, and Lender includes its successors and assigns.

 



9.         

GENERAL
PROVISIONS





 

A. All
individuals and entities signing this Note are jointly and
severally liable.

 

B. Borrower
waives all suretyship defenses.

 

C. Borrower
must sign all documents necessary at any time to comply with the
Loan Documents.

 

D. Lender
may exercise any of its rights separately or together, as many
times and in any order it chooses. Lender may delay or forgo
enforcing any of its rights without giving up any of
them.

 

E. Borrower
may not use an oral statement of Lender or SBA to contradict or
alter the written terms of this Note.

 

F. If
any part of this Note is unenforceable, all other parts remain in
effect.

 

G. To
the extent allowed by law, Borrower waives all demands and notices
in connection with this Note, including presentment, demand,
protest, and notice of dishonor.

 



10.         

PAYCHECK
PROTECTION PROGRAM PROVISIONS:





 

A. Payment,
as set forth in Section 3 above, shall be deferred as prescribed by
the CARES Act, as may be amended from time to time, and any
implementing regulations promulgated thereunder. Borrower may elect
to defer payment for up to six (6) months from the date the Loan is
funded.

 

B. Interest
on the Loan will accrue as described in Section 3 for the duration
of any deferral.

 

C. Borrower
may apply for forgiveness of certain amounts under this Note as set
forth in the CARES Act, as may be amended from time to time, and
any implementing regulations promulgated thereunder.


 



 

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11.          

STATE-SPECIFIC
PROVISIONS:





 


N/A


 


 



12.          BORROWER
'S NAME(S) AND SIGNATURE(S):




 


 By
signing below, each individual or entity becomes obligated under
this Note as Borrower.


 


 


 


 

 
PHARMA
SERV INC


 

 
By:/s/
Pedro J. Lasanta Robles



Pedro
J. Lasanta Robles


CFO




 


 


 




 

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