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and the result of anything described in clauses (i) and (iii) above is to <br />increase the cost to (or to impose a cost on) the Lender (or any office of the Lender) <br />of making or maintaining any Term SOFR Loan, or to reduce the amount of any <br />sum received or receivable by the Lender (or its office) under this Note or under <br />this Note with respect thereto, then upon demand by the Lender, the Borrower shall <br />pay directly to the Lender such additional amount as will compensate the Lender <br />for such increased cost or such reduction, so long as such amounts have accrued on <br />or after the day that is 270 days prior to the date on which the Lender first made <br />demand therefor. <br />If the Lender determines that any change in, or the adoption or phase-in of, <br />any applicable law, rule or regulation regarding capital adequacy, or any change in <br />the interpretation or administration thereof by any Governmental Authority or <br />comparable agency charged with the interpretation or administration thereof, or the <br />compliance by the Lender or any Person controlling the Lender with any request or <br />directive regarding capital adequacy (whether or not having the force of law) of any <br />such authority, central bank or comparable agency, has or would have the effect of <br />reducing the rate of return on the Lender’s or such controlling Person’s capital as a <br />consequence of the Lender’s obligations to a level below that which the Lender or <br />such controlling Person could have achieved but for such change, adoption, phase- <br />in or compliance (taking into consideration the Lender’s or such controlling <br />Person’s policies with respect to capital adequacy) by an amount deemed by the <br />Lender or such controlling Person to be material, then from time to time, upon <br />demand by the Lender, the Borrower shall pay to the Lender such additional amount <br />as will compensate the Lender or such controlling Person for such reduction so long <br />as such amounts have accrued on or after the day that is 270 days prior to the date <br />on which the Lender first made demand therefor. <br />Successor Rate. <br />(i) Notwithstanding anything to the contrary in this Note or any other <br />Borrower Documents, if the Lender determines (which determination shall be <br />conclusive absent manifest error), or the Borrower notifies the Lender that the <br />Borrower has determined, that adequate and reasonable means do not exist for <br />ascertaining Term SOFR, including, without limitation, because Term SOFR is not <br />available or published on a current basis and such circumstances are unlikely to be <br />temporary; or <br />(ii) the administrator of Term SOFR or a Governmental Authority having <br />jurisdiction over the Lender or such administrator has made a public statement <br />identifying a specific date after which Term SOFR shall no longer be made <br />available, or used for determining the interest rate of loans, provided that, at the <br />time of such statement, there is no successor administrator that is satisfactory to the <br />Lender, that will continue to provide Term SOFR after such specific date (such <br />specific date, the “Scheduled Unavailability Date”); or