Replacement of Relevant Rate or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or ​ or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to ​) that ​ or the Required Lenders (as applicable) have determined, that:

If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that # the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or # the applicable supervisor or administrator of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available or used for determining interest rates for loans (such specific date, the “LIBOR Scheduled Unavailability Date”), then the Administrative Agent and the Borrowers shall endeavor to select an alternate benchmark interest rate (including any credit spread or other adjustments to such alternate benchmark (if any) incorporated therein) to replace the Eurodollar Rate for purposes of this Agreement (such rate, the “Eurodollar Successor Rate”).

“Relevant Rate” means with respect to any # Revolving Loan denominated in Dollars, LIBOR (or any Benchmark Replacement thereto for Revolving Loans denominated in Dollars), # Revolving Loans denominated in Sterling, SONIA (or any Successor Rate thereto), # Revolving Loan denominated in Euros, EURIBOR (or any Successor Rate thereto), # U.K. Swing Line Loan denominated in Dollars, LIBOR (or any Benchmark Replacement thereto for U.K. Swing Line Loans denominated in Dollars), # U.K. Swing Line Loan denominated in Euros, ESTR (or any Successor Rate thereto), # U.K. Swing Line Loan denominated in Sterling, Simple SONIA (or any Successor Rate thereto), and # any Bankers’ Acceptance, the CDOR Rate (or any Successor Rate thereto).

Interest Rate. The interest rate remains 6%.

Pricing Rate. [Section 5.1] to the Repurchase Agreement is amended and restated in its entirety to read as follows:

Pricing Rate. Subject to the following rules, and as contemplated in the definition of “Pricing Rate”, the Pricing Rate to be applied to the Purchase Prices of Purchased Loans to determine the Price Differential in all Open Transactions or Tranches as to which the Price Differential is to be determined by reference to SOFR, on any day when no Event of Default has occurred and is continuing, shall be the Daily Reset Term SOFR Rate plus the SOFR Margin applicable from time to time (in each case computed annually).

Interest Rate. The unpaid principal balance of this Note will bear interest at 9.25% per annum. Interest shall commence with the date of the Note (i.e. September 29, 2023, the “Loan Date”) and shall continue on the outstanding principal amount of this Note until this Note is paid or otherwise satisfied in full. Interest accruing from July 1, 2023 through December 31, 2023 shall be paid in three equal tranches on January 31, 2024, February 29, 2024 and April 1, 2024. Interest accruing from January 1, 2024 through the Maturity Date will be payable on the first business day of each month. Interest will be computed based on a 365-day year and the actual days elapsed and will be compounded annually. If any Event of Default, as defined in Section 2, occurs, then during the continuance of the Event of Default, all principal under this Note shall bear interest on each day outstanding at the lesser of # eighteen percent (18%) per annum compounded quarterly or # the highest lawful rate in effect on such day (the “Default Rate”).

Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error. In connection with the use or administration of Term SOFR, the Administrative Agent in consultation with the Borrower will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document (other than the consultation rights of the Borrower pursuant to the definition of Conforming Changes). The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Default Rate. (i) Automatically upon the occurrence and during the continuation of an Event of Default under [Section 8.4 or 8.5]5] and # upon the occurrence and during the continuation of any Event of Default under [Section 8.1 or 8.2(a)(i)])] (solely with respect to the failure to comply with [Section 7] if applicable), at the election of the Required Lenders (or the Agent at the direction of the Required Lenders), and upon written notice by Agent to Borrowers of such direction (provided, that such notice shall not be required for any Event of Default under [Section 8.1]), (solely with respect to principal, interest or recurring fees)) # all Loans and all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal to two percentage points above the per annum rate otherwise applicable thereunder, and # the Letter of Credit Fee shall be increased to two percentage points above the per annum rate otherwise applicable hereunder.

Interest Rate. Interest shall accrue on the Principal Indebtedness at a rate of four and seven hundredths percent (4.07%) per annum (the “Interest Rate”) commencing on the date of this Note. Interest shall be calculated and applied on the basis of a 360-day year consisting of twelve 30-day months, except that interest for any partial Interest Accrual Period (as defined below) shall be calculated and applied on the basis of a 360-day year and the actual number of days in such partial Interest Accrual Period (as hereinafter defined).