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“Governmental Authority” means any nation or government, any state or other <br />political subdivision thereof, any central bank (or similar monetary or regulatory <br />authority) thereof, any entity exercising executive, legislative, judicial, regulatory <br />or administrative functions of or pertaining to government, and any corporation or <br />other entity owned or controlled, through stock or capital ownership or otherwise, <br />by any of the foregoing. <br />“Interest Period” means as to each Term SOFR Loan, the period commencing on <br />the date such Term SOFR Loan is disbursed or converted to or continued as a Term <br />SOFR Loan and ending on the date one month thereafter; provided that: <br />(i) any Interest Period that would otherwise end on a day that is <br />not a Business Day shall be extended to the next succeeding Business Day <br />unless, in the case of a Term SOFR Loan, such Business Day falls in another <br />calendar month, in which case such Interest Period shall end on the next <br />preceding Business Day; <br />(ii) any Interest Period pertaining to a Term SOFR Loan that <br />begins on the last Business Day of a calendar month (or on a day for which <br />there is no numerically corresponding day in the calendar month at the end <br />of such Interest Period) shall end on the last Business Day of the calendar <br />month at the end of such Interest Period; and <br />(iii) no Interest Period for loans under a facility shall extend <br />beyond the Maturity Date applicable to such facility. <br /> “Prime Rate” means, for any day, a fluctuating rate per annum equal to the rate of <br />interest in effect for such day publicly announced from time to time by the Lender <br />as its “Prime Rate.” The “Prime Rate” is set by the Lender based upon various <br />factors and is used a reference point for pricing some loans which may be priced <br />at, above or below such announced rate. The “Prime Rate” is not intended to be the <br />Lender’s lowest or most favorable rate of interest at any one time. Any change in <br />the Prime Rate announced by the Lender shall take effect at the opening of business <br />on the day specified in the public announcement of such change; provided that the <br />Lender shall not be obligated to give notice of any change in the Prime Rate. <br />“Related Adjustment” means, in determining any Successor Rate, the first relevant <br />available alternative set forth in the order below that can be determined by the <br />Lender applicable to such Successor Rate: <br />the spread adjustment, or method for calculating or determining such spread <br />adjustment, that has been selected or recommended by the Relevant Governmental <br />Body for the relevant Pre-Adjustment Successor Rate (taking into account the <br />Interest Period, interest payment date or payment period for interest calculated <br />and/or tenor thereto) and which adjustment or method is published on an <br />information service as selected by the Lender from time to time in its reasonable <br />discretion; or