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<br />37 <br /> <br />(ii) BSBY is a relatively new variable term rate designed to represent <br />average yields at which large, global banks access Dollar senior unsecured marginal <br />wholesale funding, <br />(iii) Bloomberg constructs BSBY by observing activity in various <br />financial instruments and markets in which the BSBY Rate Calculation Agent may engage <br />or participate, including bank deposits, certificates of deposit, commercial paper markets, <br />and corporate bonds, <br />(iv) BSBY is considered a so-called “credit sensitive rate” that could <br />increase during times of market stress as it is expected to vary depending on market <br />conditions that impact banks and other market participants, <br />(v) BSBY is constructed in a manner that could lead to changes in its <br />calculation during times of stress, and could lead to the Agreement and the Note <br />transitioning from BSBY to a Benchmark Replacement Rate, <br />(vi) banking regulators have emphasized their expectations that banks <br />conduct diligence regarding rates replacing LIBOR, including new rates like BSBY, and <br />(vii) Bloomberg may change the terms of its license that governs the <br />BSBY Rate Calculation Agent’s or the Borrower’s use of BSBY. <br />Notwithstanding the above, each party to this Indenture agrees to the use of BSBY for all <br />purposes provided hereunder, under the Agreement, the Bonds and the Note, accepting any <br />inherent risks associated with such utilization. <br />(viii) BSBY Rate Conforming Changes. In connection with the use or <br />administration of the BSBY Rate, BSBY Rate Calculation Agent will have the right to <br />make Conforming Changes from time to time and, notwithstanding anything to the contrary <br />herein, in the Bonds, the Agreement, the Notes or any other document, any amendments <br />implementing such Conforming Changes will become effective without any further action <br />or consent of any other party to the Indenture, the Agreement, the Note or any other <br />document. BSBY Rate Calculation Agent will promptly notify the Borrower of the <br />effectiveness of any Conforming Changes in connection with the use or administration of <br />the BSBY Rate. <br />(ix) Default Rate. At any time during which an Event of Default shall <br />have occurred and be continuing, all amounts owing to the Initial BSBY Rate Bond <br />Purchaser and the Holder hereunder, including all unpaid principal and the purchase price <br />of any Bonds tendered for purchase hereunder, and, to the extent permitted by law, any <br />unpaid interest on the Bonds, shall accrue interest daily at the Default Rate. Interest <br />accruing at the Default Rate shall be due and payable on demand. <br />(x) Maximum Lawful Rate. If the amount of interest payable for any <br />interest period during the Initial BSBY Rate Period exceeds the amount of interest that <br />would be payable for such period had interest for such period been calculated at the <br />Maximum Lawful Rate, then interest for such period shall be payable in an amount