Registered Owner of the LIBOR Rate shall be binding and conclusive in the absence of manifest error.

“LIBOR Rate Loan” shall mean each portion of the outstanding principal balance of the Loan that is bearing interest at the Adjusted LIBOR Rate.

“Lien” means any security interest, mortgage, pledge, assignment, lien or other encumbrance of any kind, including interests of vendors or lessors under conditional sale contracts or capital leases.

“Loan” means any and all advances of funds under this Note.

“Loan Documents” means the Resolution, this Note, and the Governmental Agency’s closing certificates accompanying this Note. “Loan Document” means any one of the Loan Documents.

“Note” means this Note, evidencing the Loan, in the maximum amount of Five Million and No/100 Dollars ($5,000,000.00) dated July 26, 2021.

“Obligations” means all loans, advances, indebtedness and each and every other obligation or liability of the Governmental Agency owed to each of Registered Owner or any affiliate of Fifth Third Bancorp, however created, of every kind and description whether now existing or hereafter arising and whether direct or indirect, primary or as guarantor or surety, absolute or contingent, liquidated or unliquidated, matured or unmatured, participated in whole or in part, created by trust agreement, lease overdraft, agreement or otherwise, whether or not secured by additional collateral, whether originated with the Registered Owner or owed to others and acquired by the Registered Owner by purchase, assignment or otherwise, and including without limitation all loans, advances, indebtedness and each and every obligation or liability arising under the loan document, any and all Rate Management Obligations, letters of credit now or hereafter issued by the Registered Owner or any affiliate of Fifth Third Bancorp for the benefit of or at the request of the Governmental Agency, all obligations to perform or forbear from performing acts, and agreements, instruments and documents evidencing, guarantying, securing or otherwise executed in connection with any of the foregoing, together with any amendments, modifications and restatements thereof, and all expenses and attorneys' fees incurred by the Registered Owner hereunder or any other document, instrument or agreement related to any of the foregoing, including without limitation, this Note. The term “Obligation” or “Obligations” does not include an Excluded Swap Obligation.

“Organizational Documents” means the legislation and documents necessary for the formation of an entity, specifically, the Governmental Agency.

“Person” means an individual, association, unincorporated organization, corporation, limited liability company, partnership, joint venture, business trust or a government or an agency or a political subdivision thereof, or any other entity.

“Prime Rate” shall mean, for any day, the floating rate of interest established from time to time by the Registered Owner at its principal office as its “Prime Rate”, whether or