SOFR Loans. The Loans constituting each SOFR Borrowing shall bear interest at a rate per annum equal to the Adjusted Term SOFR Rate for the related Interest Period for such Borrowing plus the Applicable Margin.

Term SOFR. ​ may prepay principal on any portion of this Note which bears interest determined in relation to Term SOFR. In consideration of ​ providing this prepayment option to ​, 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, ​ shall pay to ​ immediately upon demand a fee which is the amount, if any, by which # exceeds # below:

Term SOFR plus the SOFR Adjustment; and

Adjustment. In the event of any merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends), share dividend, share split, reverse share split, spin-off, stock rights offering, liquidation, acquisition of property or shares, combination of shares or other similar event affecting the Company, the Committee shall make such substitution(s) or adjustment(s) as it deems appropriate and equitable to prevent dilution or enlargement of rights of Participants under the Plan to: # the aggregate number and kind of shares of Stock or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forth in [Section 3(d)] granted to any Participant during any calendar year or other period; # the number and kind of shares of Stock or other securities subject to then outstanding Awards granted under the Plan; # the Option Exercise Price of any outstanding Stock Option and strike price/base value of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement; provided, in each case, that no such adjustment authorized under this [Section 3(c)] shall be made to the extent that such adjustment would cause an Award to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee may provide that the number of shares of Stock with respect to any Award shall always be a whole number, and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this [Section 3(c)] need not be the same for all Participants.

Adjustment. The individual goals performance component of each Participant’s Annual Incentive Award (determined without application of this [Section 4.4]) is subject to the aggregate funded amount for the individual goals performance component of all Participants (determined based on the AOI Performance Factor) and to adjustment by managers. Such adjustment may be negative for those Participants who do not achieve the applicable goals, and positive for those Participants who demonstrate outstanding accomplishments. For purposes of applying this [Section 4.4], any positive adjustment made to the individual goals performance component of the Annual Incentive Award of one Participant must result in a dollar-for-dollar negative adjustment to the individual goals performance component of the Annual Incentive Award of one or more other Participants so that, in the aggregate, the application of the manager adjustment described in this [Section 4.4] to all the Participants shall not result in any additional cost to the Company and its Affiliates for the group of Participants over which a particular manager retains authority.

Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by the Option and the Exercise Price per Share may be adjusted pursuant to the Plan.

SOFR plus the Related Adjustment;

“SOFR-Based Rate” means SOFR or Term SOFRSOFR Adjustment” means 0.10% (10.00 basis points) per annum.

If the SOFR Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis.

“Daily Simple SOFR Adjustment” means 0.100%.