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(iii) the administrator of Term SOFR or a Governmental Authority having <br />jurisdiction over such administrator has made a public statement announcing that <br />all tenors of Term SOFR are no longer representative; or <br />(iv) bilateral loans currently being executed, or that include language <br />similar to that contained in this Section 4, are being executed or amended (as <br />applicable) to incorporate or adopt a new benchmark interest rate to replace Term <br />SOFR; <br />then, in the case of clauses (i)-(iii) above, on a date and time determined by the <br />Lender (any such date, the “Replacement Date”), which date shall be on the relevant <br />interest payment date for interest calculated and shall occur reasonably promptly <br />upon the occurrence of any of the events or circumstances under clauses (i), (ii) or <br />(iii) above and, solely with respect to clause (ii) above, no later than the Scheduled <br />Unavailability Date, Term SOFR will be replaced hereunder and under any <br />Borrower Document with the alternative set forth below for any payment period for <br />interest calculated that can be determined by the Lender, in each case, without any <br />amendment to, or further action or consent of any other party to, this Note or any <br />other Borrower Document (the “Successor Rate”; and any such rate before giving <br />effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”): the sum <br />of (a) the alternate benchmark rate that has been selected by the Lender as the <br />replacement for Term SOFR for the applicable tenor giving due consideration to (i) <br />any selection or recommendation of a replacement benchmark rate or the <br />mechanism for determining such a rate by the Relevant Governmental Body or (ii) <br />any evolving or then-prevailing market convention for determining a benchmark <br />rate as a replacement for Term SOFR for dollar-denominated bilateral credit <br />facilities at such time and (b) the Related Adjustment; <br />and in the case of clause (iv) above, the Borrower and the Lender may amend this <br />Note solely for the purpose of replacing Term SOFR under this Note and under any <br />other Borrower Document in accordance with the definition of “Successor Rate” <br />and such amendment will become effective at 5:00 p.m., on the fifth Business Day <br />after the Lender shall have notified the Borrower of the occurrence of the <br />circumstances described in clause (iv) above. <br />The Lender will promptly (in one or more notices) notify the Borrower of <br />(x) any occurrence of any of the events, periods or circumstances under clauses (i) <br />through (iii) above, (y) the Replacement Date and (z) the Successor Rate. <br />Any Successor Rate shall be applied in a manner consistent with market <br />practice; provided that to the extent such market practice is not administratively <br />feasible for the Lender, such Successor Rate shall be applied in a manner as <br />otherwise reasonably determined by the Lender. <br />Notwithstanding anything else herein, if at any time any Successor Rate as <br />so determined would otherwise be less than zero, the Successor Rate will be <br />deemed to be zero for the purposes of this Note and the other Borrower Documents.