Secondary Term SOFR Conversion. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then # the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any other Loan Document in respect of such Benchmark setting (the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and # Advances outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted to Advances bearing interest at the Benchmark Replacement with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided, that this paragraph # shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice.”

Term SOFR. [[Organization A:Organization]] may prepay principal on any portion of this Note which bears interest determined in relation to Term SOFR. In consideration of [[Organization B:Organization]] providing this prepayment option to [[Organization A:Organization]], or if any such portion of this Note shall become due and payable at any time prior to the last day of any Interest Period by acceleration or otherwise, [[Organization A:Organization]] shall pay to [[Organization B:Organization]] immediately upon demand a fee which is the amount, if any, by which # exceeds # below:

Term SOFR Unavailability. [Section 6.7] to the Repurchase Agreement is amended and restated in its entirety to read as follows:

Term SOFR Unavailability. If the Agent has determined in its sole discretion that # the administrator of Term SOFR, or any relevant agency or authority for such administrator, of Term SOFR (or any substitute index which replaces Term SOFR (Term SOFR or such replacement, the “Benchmark”)) has announced that such Benchmark will no longer be provided, # any relevant agency or authority has announced that such Benchmark is no longer representative, or # any similar circumstance exists such that such Benchmark has become permanently unavailable or ceased to exist, the Agent will # replace such Benchmark with a replacement rate or # if any such circumstance applies to fewer than all tenors of such Benchmark used for determining an interest period hereunder, discontinue the availability of the affected interest periods. In the case of Term SOFR, such replacement rate will be Daily Simple SOFR. In the case of a replacement rate other than Term SOFR, the Agent may add a spread adjustment selected by the Agent, taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority, and evolving or prevailing market practice. In connection with the selection and implementation of any such replacement rate, the Agent may make any technical, administrative or operational changes that the Agent decides may be appropriate to reflect the adoption and implementation of such replacement rate. Without limitation of the foregoing, in the case of a transition to Daily Simple SOFR, the Agent will remove any option to select another rate that may change or is reset on a daily basis, including, without limitation, the Agent’s prime rate. The Agent does not warrant or accept any responsibility for the administration or submission of, or any other matter related to, Term SOFR or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation whether any such alternative, successor or replacement rate will have the same value as, or be economically equivalent to, Term SOFR.

Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, Agent 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. Agent will promptly notify Administrative Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Laws Affecting Term SOFR Availability. If, after the date hereof, any Change in Law shall make it unlawful for any of the Lenders (or any of their respective lending offices) to honor its obligations hereunder to make or maintain any Term SOFR Loan, or to determine or charge interest based upon the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, such Lender shall promptly give notice thereof to the Administrative Agent, and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until an affected Lender notifies the Administrative Agent that the circumstances giving rise to such determination no longer exist (which each Lender agrees to do promptly, and the Administrative Agent agrees to promptly notify the Borrower of its receipt of such notice from any affected Lender), # any obligation of such affected Lender to make Term SOFR Loans, and any right of the Borrower to convert any Loan of such affected Lender to a Term SOFR Loan or continue any Loan of such affected Lender as a Term SOFR Loan, shall be suspended and # if necessary to avoid such illegality, the

The ​ may not request an advance of, or conversion to, Base Rate Loans unless Daily Simple SOFR Loans and Term SOFR Rate Loans are unavailable, as further provided herein.

Upon receipt of such notice, # the Borrower may revoke any pending request for a Committed Borrowing of, or conversion to Daily SOFR Loans, Committed Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods or determination date(s)), or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans denominated and # any outstanding SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately, in the case of a Daily SOFR Loan, or at the end of the applicable Interest Period, in the case of a Term SOFR Loan.

the amount of Term SOFR Rate Loans requested in the request for an advance or continuation of or conversion to Term SOFR Rate Loans is not in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof;

the requested advance of Loans or continuation of or conversion to Term SOFR Rate Loans would cause more than fifteen (15) Interest Periods to be in effect at any one time for Term SOFR Rate Loans, after giving effect to all Term SOFR Rate Loans, all conversions of Loans from one Type to another, and all continuations of Loans as the same Type;