the sum of: # the alternate benchmark rate that has been selected by the Administrative Agent and the Borrowers as the replacement for such Revolving Credit Facility Benchmark for the applicable Corresponding Tenor giving due consideration to # any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or # any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Revolving Credit Facility Benchmark for syndicated credit facilities denominated in Dollars at such time and # the related Revolving Credit Facility Benchmark Replacement Adjustment;

Daily Simple SOFR. ​ may prepay principal on any portion of this Note which bears interest determined in relation to Daily Simple SOFR, in any amount and without penalty.

“Adjusted Daily Simple SOFR” shall mean an interest rate per annum equal to # the Daily Simple SOFR plus # 0.10% per annum; provided that if the Adjusted Daily Simple SOFR as so determined would be less than zero, such rate shall be deemed to be zero.

“Daily Simple SOFR Loan” means a Loan that bears interest at a rate determined by reference to Adjusted Daily Simple SOFR.

“SOFR Rate Day” has the meaning specified in the definition of “Adjusted Daily Simple SOFR”.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt the initial Floor for each of Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR shall be 0%.

SOFR Loans so long as the Adjusted Daily Simple SOFR is not also the subject of a Benchmark Transition Event or # Base Rate Loans if the Adjusted Daily Simple SOFR also is the subject of a Benchmark Transition Event and # any outstanding affected Term SOFR Loans will be deemed to have been converted at the end of the applicable Interest Period to # Daily Simple SOFR Loans so long as the Adjusted Daily Simple SOFR is not also the subject of a Benchmark Transition Event or # Base Rate Loans if the Adjusted Daily Simple SOFR also is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided that if by ​ on the second (2nd) U.S. Government Securities Business Day immediately following any Simple SOFR Determination Day, SOFR in respect of such Simple SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Adjusted Daily Simple SOFR has not occurred, then SOFR for such Simple SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided further that SOFR as determined pursuant to this proviso shall be utilized for purposes of calculation of Adjusted Daily Simple SOFR for no more than three (3) consecutive Simple SOFR Rate Days and # the Simple SOFR Adjustment and # the Floor. Any change in Adjusted Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to any Borrower.

“Relevant Rate”: # with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR Rate or # with respect to any RFR Borrowing, the Adjusted Daily Simple SOFR.

the sum of (a)Adjusted Daily Simple SOFR and # the related Benchmark Replacement Adjustment;