Notwithstanding anything to the contrary herein, if the Benchmark Replacement as determined pursuant to any clause in this definition would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Note and the other Loan Documents.

Further, if the Benchmark interest rate to be replaced is rounded upwards to the next 1/8th of 1% under the terms of this Note or any Loan Document, the Benchmark Replacement shall also be rounded up to the next 1/8th; provided further that this provision governing rounding shall not apply if the Governmental Agency has a Swap Agreement in effect with respect to all or part of Loan.

“Benchmark Replacement Adjustment” means (i) in the case of Term SOFR, a spread adjustment in the amount of 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-month’s duration, 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration, and 0.71513% (75.513 basis points) for an Available Tenor of one-year’s duration; provided, that if the current Benchmark being replaced by Term SOFR is Daily Simple SOFR or Daily Compounded SOFR and a Benchmark Replacement Adjustment was applied to the current Benchmark, no additional Benchmark Replacement Adjustment shall be applied; (ii) in the case of Daily Simple SOFR, a spread adjustment in the amount of 0.11448% (11.448 basis points) if interest is required to be paid monthly, 0.26161% (26.161 basis points) if interest is required to be paid quarterly, 0.42826% (42.826 basis points) if interest is required to be paid semi-annually, and 0.71513% (75.513 basis points) if interest is required to be paid annually; (iii) in the case of Daily Compounded SOFR, the spread adjustment that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions; and, (iv) in all other cases, a spread adjustment (which may be a positive or negative value or zero) that has been selected by the Registered Owner for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market conventions, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated or bilateral credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods or observation shifts, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Registered Owner decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Registered Owner in a manner substantially consistent with market practice (or, if the Registered Owner decides that adoption of any portion of such market practice is not administratively feasible or if the Registered Owner determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Registered Owner decides is reasonably necessary in connection with the administration of this Note and the other Loan Documents).