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.

Conforming Changes. In connection with the use, administration, adoption or implementation of any Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time, in consultation with the Borrower and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective concurrently with written notice of the applicable Conforming Changes to the Borrower, which notice shall include a reasonably detailed description thereof, and without any further action or consent of any other party to this Agreement or any other Loan Document.

Conforming Changes. With respect to any Alternative Currency Daily Rate or Alternative Currency Term Rate, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, in the Agreement or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of the Borrower; provided, that, with respect to any such amendment effected, the Lender shall provide each such amendment implementing such Conforming Changes to the Borrower reasonably promptly after such amendment becomes effective.

Conforming Changes. With respect to BSBY, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, in the Agreement or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of the Borrower; provided, that, with respect to any such amendment effected, the Lender shall provide each such amendment implementing such Conforming Changes to the Borrower reasonably promptly after such amendment becomes effective.

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:

“Reference Time” with respect to any setting of the then-current Benchmark means # if such Benchmark is Daily Simple SOFR, then four (4) SOFR Business Days prior to # if the date of such setting is a SOFR Business Day, such date or # if the date of such setting is not a SOFR Business Day, the SOFR Business Day immediately preceding such date and # if such Benchmark is not Daily Simple SOFR, then the time determined by Lender in accordance with the Benchmark Replacement Conforming Changes (including, without limitation, with respect to Term SOFR).

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.”

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR, any proposed Successor Rate, Daily Simple SOFR or Term SOFR, as applicable, any conforming changes to the definitions related thereto, including “Base Rate, “SOFR”, “Daily Simple SOFR, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the reasonable discretion of the Administrative Agent (after advance consultation with the Borrower), to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" US 172801506" "" US 172791558

SECTION # Benchmark Notification. Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to # ‎the administration of, submission of, calculation of or any other matter related to SOFR, Daily Simple ‎SOFR, Term SOFR, Adjusted Term SOFR, any component definition thereof or rates referenced in the ‎definition thereof or any alternative, comparable or successor rate thereto (including any then-current ‎Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any ‎such alternative, comparable or successor rate (including any Benchmark Replacement) will be similar to, ‎or produce the same value or economic equivalence of, or have the same volume or liquidity as, SOFR, ‎Daily Simple SOFR, Term SOFR, Adjusted Term SOFR, or any other Benchmark, or # the effect, ‎implementation or composition of any Benchmark Replacement Conforming Changes, so long as Lender performs such actions in accordance with the terms of this Agreement.‎

In connection with the implementation of a Successor Rate, the Lender 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 the Borrower; provided, that, with respect to any such amendment effected, the Lender shall provide each such amendment implementing such Conforming Changes to the Borrower reasonably promptly after such amendment becomes effective.