Common use of Effect of Benchmark Transition Event Clause in Contracts

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note Note, the Indenture or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (iib) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiic) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1i) will be conclusive and binding absent manifest error; (2ii) if made by the Company, will be made in the Company’s sole discretion; (3iii) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4iv) notwithstanding anything to the contrary in this the Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (ivd) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this the Subordinated Note Notes for the Floating Rate Interest Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Upon the Calculation Agent determines that occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any dateEvent, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder and under any Facility Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such determination on Benchmark Replacement is provided to Lender and Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document so long as the Lender has not received, by such date time, written notice of objection to such Benchmark Replacement from Lender. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and all determinations on all subsequent dateseconomic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a Loan to be made or continued hereunder that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Lender that a Benchmark Replacement has replaced such Benchmark. (iib) In connection with the implementation and administration of a Benchmark Replacement, the Company Lender will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Facility Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (iiic) The Lender will promptly notify the Borrower and the Lender of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. (d) Any determination, decision or election that may be made by the Company Lender or by the Calculation Agent Lender pursuant to the benchmark transition provisions set forth hereinthis Section 2.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.07. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other related loan document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement Date have occurred pursuant to this Section 2.10(e) will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (ii) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right right, in consultation with the Borrower, to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other related loan document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement; provided that the Administrative Agent shall make such amendment available to the Lenders (which may be posted to the then effective Electronic System) reasonably promptly after the effectiveness thereof. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or by the Calculation Agent Lenders pursuant to the benchmark transition provisions set forth hereinthis Section 2.10(e), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.10(e). (iv) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrower may revoke any request for a LIBOR Loan of, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Replacement Date have occurredUnavailability Period and, interest payable on this Subordinated Note for failing that, the Floating Rate Period Borrower will be an annual rate equal deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period, the sum component of ABR based upon the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As Adjusted LIBO Rate will not be used in this Subordinated Note:any determination of ABR.

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Program Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and its related the Seller may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent has posted such proposed amendment to the Purchaser and the Seller. Any such amendment with respect to an Early Opt-in Election will become effective on the date that the Purchaser has delivered to the Agent written notice that the Purchaser accepts such amendment. No replacement of LIBOR with a Benchmark Replacement Date have occurred pursuant to this Section titled “Effect of Benchmark Transition Event” will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Program Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (c) The Agent will promptly notify the Seller and the Purchaser of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. (d) Any determination, decision or election that may be made by the Company Agent or by the Calculation Agent Purchaser pursuant to the benchmark transition provisions set forth herein, this Section titled “Effect of Benchmark Transition Event,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section titled “Effect of Benchmark Transition Event.” (ive) For Upon the avoidance Seller’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event Unavailability Period and its related until such Benchmark Replacement Date have occurredUnavailability Period ends, interest payable on this Subordinated Note for the Floating Rate Period will Seller shall apply an alternate benchmark rate (which may be an annual rate equal to a SOFR-Based Rate) that has been mutually agreed upon by the sum of the applicable Benchmark Replacement Agent and the spread specified on the face hereofSeller. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this the Subordinated Note Notes or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this the Subordinated Note Notes for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this the Subordinated NoteNotes:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related the Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement Date have occurred pursuant to this Section 2.20 will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent, with the written consent of the Borrower, will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or by Required Lenders, as applicable, in each case with consent of the Calculation Agent Borrower, pursuant to the benchmark transition provisions set forth hereinthis Section 2.20, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.20. (ivd) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrower may revoke any request for a Eurocurrency Rate Advance of, conversion to or continuation of Eurocurrency Rate Advances to be made, converted or continued during any Benchmark Replacement Date have occurredUnavailability Period and, interest payable on this Subordinated Note for failing that, the Floating Rate Period Borrower will be an annual rate equal deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Advances. During any Benchmark Unavailability Period, the sum component of the applicable Benchmark Replacement and Base Rate based upon LIBOR will not be used in any determination of the spread specified on the face hereofBase Rate. (v) As used in this Subordinated Note:ARTICLE 3 CONDITIONS TO EFFECTIVENESS AND LENDING;

Effect of Benchmark Transition Event. (i1) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of Floating Rate Interest Period during the Benchmark (as defined below) on any dateFloating Rate Period, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant such Floating Rate Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) remaining Floating Rate Interest Periods. In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii2) Notwithstanding anything set forth in Section 2.05(b) above, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.05(f) will thereafter apply to all determinations of the Benchmark used to calculate the interest rate on the Notes for each Floating Rate Interest Period. (3) The Calculation Agent is expressly authorized to make certain determinations, decisions, and elections under the terms of the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark for the Floating Rate Period and under this Section 2.05(f). Any determination, decision decision, or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Notes, including any determination with respect to a tenor, rate rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance circumstance, or date, date and any decision to take or refrain from taking any action or any selection: selection (1A) will be conclusive and binding on the holders of the Notes, the Company (if the Company is not also the Calculation Agent) and the Trustee absent manifest error; , (2B) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3C) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision decision, or election to which the Company reasonably objects; and objects and (4D) notwithstanding anything to the contrary in this Subordinated Note or the Purchase AgreementIndenture, shall become effective without consent from the relevant Holders holders of the Notes or the Trustee or any other party. If the Calculation Agent fails to make any determination, decision, or election that it is required to make under the terms of the Notes, then the Company will make such determination, decision, or election on the same basis as described above. (iv4) For The Company (or the avoidance Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes after a Benchmark Transition Event. (5) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or the Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or the Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to rely conclusively on any determination made, and any instruction, notice, Officer’s Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. (6) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and interest payments during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. Furthermore, if the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurredoccurred with respect to the Three-Month Term SOFR at any time when any of the Notes are outstanding, then the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and interest payments during the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofmodified in accordance with this Section 2.05(f). (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark under this Section 2(d). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the CompanyCompany as the Calculation Agent, will be made in the Company’s sole discretion; (3) if made by the Calculation AgentAgent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Noteholders or any other party. (iv) If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (v) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (vvi) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. (vii) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with paragraph (a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Finance Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Finance Document and (y) if a Benchmark Replacement is determined in accordance with paragraph (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Finance Document in respect of any Benchmark setting at or after 5:00 p.m. (New York time) on the 5th Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Finance Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders. (b) Notwithstanding anything to the contrary herein or in any other Finance Document and subject to the proviso below in this paragraph, if a Term SOFR Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the Benchmark (as defined below) on any datethen-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder or under any Finance Document in respect of such determination on such date Benchmark setting and all determinations on all subsequent datesBenchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Finance Document; provided that, this paragraph (b) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. (iic) In connection with the implementation of a Benchmark Replacement, the Company will have Obligors shall reasonably cooperate with the right Administrative Agent to make Benchmark Replacement Conforming Changes to the Finance Documents from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, Term SOFR Event or Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or, if applicable, any Lender (or by the Calculation Agent group of Lenders) pursuant to the benchmark transition provisions set forth hereinthis Section 3.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion;discretion and without consent from any other party to this Agreement or any other Finance Document, except, in each case, as expressly required pursuant to this Section 3.11. (3e) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding Notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyFinance Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (ivf) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Replacement Date Unavailability Period and, failing that, the Borrower will be deemed to have occurred, interest payable on this Subordinated Note converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the Floating then-current Benchmark is not an Available Tenor, the component of U.S. Base Rate Period based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:any determination of U.S. Base Rate.

Effect of Benchmark Transition Event. (i) If the Calculation Agent Company (or its Designee) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will shall replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period Bonds in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company will (or its Designee) shall have the right to make Benchmark Replacement Conforming Changes (as defined below) from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) . Any determination, decision or election that may be made by the Company (or by the Calculation Agent its Designee) pursuant to the benchmark transition provisions set forth hereinthis subsection “Effect of Benchmark Transition Event”, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) will , shall be conclusive and binding absent manifest error; (2) if made by the Company, will shall be made in the Company’s (or its Designee’s) sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Companyand, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreementdocumentation relating to the Bonds, shall become effective without consent from the relevant Holders holders of the Bonds or any other party. (iv) For . Neither the avoidance Trustee nor the Calculation Agent shall have any liability for any determination made by or on behalf of doubtthe Company or its Designee in connection with a Benchmark Transition Event or a Benchmark Replacement. “Benchmark” means, after initially, the Three-Month LIBOR Rate; provided, that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal occurred with respect to the sum of Three-Month LIBOR Rate or any other then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement and the spread specified on the face hereofReplacement. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Credit Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related the Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 P.M., New York City time, on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement Date have occurred pursuant to this Section 2.22 will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or by the Calculation Agent Lenders pursuant to the benchmark transition provisions set forth hereinthis Section 2.22, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.22. (ivd) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Replacement Date have occurredUnavailability Period and, interest payable on this Subordinated Note for failing that, the Floating Rate Period Borrower will be an annual rate equal deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period, the sum component of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As ABR based upon Eurodollar Rate will not be used in this Subordinated Note:any determination of ABR.

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related the Borrower may amend this Agreement to replace LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Date Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have occurred delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement pursuant to this Section 2.09 will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent, with the written consent of the Borrower, will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or by Required Lenders, as applicable, in each case with consent of the Calculation Agent Borrower, pursuant to the benchmark transition provisions set forth hereinthis Section 2.09, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.09. (ivd) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Term Loans to be made, converted or continued during any Benchmark Replacement Date have occurredUnavailability Period and, interest payable on this Subordinated Note for failing that, the Floating Rate Period Borrower will be an annual rate equal deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period, the sum component of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As ABR based upon LIBO Rate will not be used in this Subordinated Note:any determination of ABR.

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated NoteIndenture:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that After a Benchmark Transition Event and its related Benchmark Replacement Date have has occurred prior with respect to the Reference Time then-current Benchmark, such Benchmark and the related Benchmark Replacement Date for such Benchmark shall be replaced with the applicable Benchmark Replacement and Benchmark Determination Date, as determined by the Class A Lender in accordance with the terms and conditions herein, and the Class A Lender shall provide prompt written notice of such determinations to the Issuer, the Servicer, the Trustee, the Note Administrator, the Collateral Agent, the Calculation Agent (if different from the Collateral Agent) and the Debtholders in advance of such Benchmark Replacement Date. Notwithstanding the occurrence of a Benchmark Transition Event, amounts payable on the Debt shall be determined with respect to the then-current Benchmark (which may be LIBOR as defined belowdetermined in accordance with methods specified in this Indenture) in respect of any determination until the occurrence of the related Benchmark Replacement Date. (as defined belowb) on any date, If the Benchmark Replacement will is any benchmark other than Term SOFR and the Class A Lender later determines that Term SOFR is able to be implemented, the Class A Lender shall provide written notice of such determination and any applicable Benchmark Replacement Conforming Changes for Term SOFR to the Issuer, the Servicer, the Trustee, the Note Administrator, the Collateral Agent, the Calculation Agent (if different from the Collateral Agent) and the Debtholders, and upon receipt of such written notice, Term SOFR shall become the new Unadjusted Benchmark Replacement and shall, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the then-current Benchmark on the next Benchmark Determination Date for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTerm SOFR. (iic) In connection with the implementation occurrence of a any Benchmark ReplacementTransition Event (or notice of the redetermination of the Benchmark Replacement to Term SOFR in accordance with clause (b) above) and its related Benchmark Replacement Date, the Company will have Class A Lender shall direct the right parties hereto to enter into a supplemental indenture and credit agreement to make such Benchmark Replacement Conforming Changes from Changes, if any, as Class A Lender determines may be necessary or desirable to administer, implement or adopt the applicable Benchmark or the Benchmark Replacement. From time to time, the Class A Lender may require the parties hereto to enter into a supplemental indenture and credit agreement to make such changes shall become effective without consent from additional Benchmark Replacement Conforming Changes, if any, as the relevant Holders Class A Lender determines may be necessary or any other partydesirable to administer, implement or adopt the applicable Benchmark or the Benchmark Replacement and related Benchmark Replacement Adjustment. (iiid) Any determination, decision implementation, adoption, decision, proposal or election that may be made by the Company or by the Calculation Agent Class A Lender pursuant to the benchmark transition provisions set forth hereinthis Section 2.15, with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment or Benchmark Replacement Conforming Changes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) will , may be made in the sole discretion of the Class A Lender and shall be conclusive and binding on the parties hereto and the Debtholders absent manifest error; (2) if made , and may be relied upon by the CompanyNote Administrator, will be made in the Company’s sole discretion; (3) if made by Trustee, the Calculation Agent, will be made after consultation with the Company, Collateral Agent and the Calculation Agent will not make any such determinationwithout investigation, decision or election to which except as expressly provided otherwise in the Company reasonably objects; andIndenture and Credit Agreement. (4e) notwithstanding [Reserved]. (f) Notwithstanding anything to the contrary in this Subordinated Note or the Purchase Indenture and Credit Agreement, shall become effective without consent from the relevant Holders Class A Lender may send any notices with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other partydetermination or selection made under this Section 2.15, by email (or other electronic communication). (ivg) For The Class A Lender shall not have any liability or responsibility (other than as set forth herein) for the avoidance of doubt, after a determination or selection with respect to any Benchmark Transition Event and its related Event, Benchmark Replacement Date have occurredDate, interest payable on Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other determination or selection made under this Subordinated Note Section 2.15 (including, without limitation, whether the conditions for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofsuch determination or selection have been satisfied). (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (a) The interest rate on Eurodollar Loans is determined by reference to the Eurodollar Base Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, this Section 2.25 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to this Section 2.25, of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof including, without limitation, (i) If any such alternative, successor or replacement rate implemented pursuant to this Section 2.25, whether upon the Calculation Agent determines that occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to this Section 2.25, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, will be similar to, or produce the same value or economic equivalence of, the Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting 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 (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) 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 (as defined below) in respect of any determination setting of the Benchmark (as defined below) on any datethen-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder or under any Loan Document in respect of such determination on such date Benchmark setting and all determinations on all subsequent datesBenchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (b)(ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (iid) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent, in consultation with the Borrower, will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyLoan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or, if applicable, any Lender (or by the Calculation Agent group of Lenders) pursuant to the benchmark transition provisions set forth herein, this Section 2.25 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion;discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.25. (3f) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding Notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyLoan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or Eurodollar Base Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (ivg) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrower may revoke any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made, converted or continued during any Benchmark Replacement Date Unavailability Period and, failing that, the Borrower will be deemed to have occurred, interest payable on this Subordinated Note converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the Floating Rate Period then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:any determination of ABR.

Effect of Benchmark Transition Event. Where "SOFR" is specified as the Reference Rate and where "ARRC Fallbacks" are specified as applicable in the applicable Final Terms: (i1) If notwithstanding any other provision to the contrary in these Terms and Conditions, if the Issuer or, at the Issuer's request, the Calculation Agent Agent, determines on or prior to the Reference Time, that a Benchmark Transition Event and its related Benchmark Replacement Date (each, as defined below) have occurred with respect to the then current Benchmark, then the provisions set forth in this Condition 3(g) (the "Benchmark Transition Provisions"), will thereafter apply to all terms of the Notes relevant in respect of such Benchmark, including without limitation, the determination of any Rate of Interest. In accordance with the Benchmark Transition Provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any such Rate of Interest in respect of an Interest Period will be determined by reference to the relevant Benchmark Replacement; (2) if the Issuer or, at the Issuer's request, the Calculation Agent, determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates.; (ii3) In in connection with the implementation of a Benchmark Replacement, the Company Issuer will have the right to make Benchmark Replacement Conforming Changes from time to time; (4) subject as provided in the Trust Deed, the Trustee shall, at the direction and expense of the Issuer and without any requirement for the consent or approval of the Noteholders or the Couponholders, be obliged to concur with the Issuer in using its reasonable endeavours to effect such changes Benchmark Replacement Conforming Changes (including, inter alia, by the execution of a deed supplemental to/amending the Trust Deed) and the Trustee shall become effective without consent from not be liable to any party for any consequences thereof (provided, however, that the relevant Holders Trustee shall not be obliged to agree to any such Benchmark Replacement Conforming Changes if the same would, in the sole opinion of the Trustee, impose more onerous obligations upon it or expose it to any other additional duties, responsibilities or liabilities or reduce, or amend its rights and/or the protective provisions afforded to it in any document to which it is a party.); (5) the Issuer shall, prior to the taking effect of any Benchmark Replacement Conforming Changes, give notice thereof to the Trustee, the Agent and the Noteholders. No later than notifying the Trustee of the same, the Issuer shall deliver to the Trustee a certificate signed by two authorised signatories of the Issuer confirming (i) that a Benchmark Transition Event has occurred, (ii) the applicable Benchmark Replacement, (iii) Any where applicable, any Benchmark Replacement Adjustment, and (iv) the terms of the Benchmark Replacement Conforming Changes. The Trustee shall be entitled to rely on such certificate (without enquiry or liability to any person) as sufficient evidence thereof. The Benchmark Replacement Conforming Changes and where applicable, any such other relevant changes pursuant to this Condition 3(g) specified in such certificate will (in the absence of manifest error and without prejudice to the Trustee's ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Paying Agents, the Calculation Agent, the Noteholders and the Couponholders; (6) any determination, decision or election that may be made by the Company Issuer or by the Calculation Agent pursuant to the benchmark transition provisions set forth hereinthis Condition 3(g), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1i) will be conclusive and binding absent manifest error; (2ii) if made by the CompanyIssuer, will be made in the Company’s Issuer's sole discretion; (3iii) if made by the Calculation Agent, will be made after consultation with the CompanyIssuer, and the Calculation Agent will not make any such determination, decision or election to which the Company Issuer reasonably objects; and (4iv) notwithstanding anything to the contrary in this Subordinated Note these Terms and Conditions, the Trust Deed, the Agency Agreement or the Purchase AgreementNotes, shall become effective without consent from the relevant Holders Noteholders or the Couponholders or any other party.; and (iv7) if the Calculation Agent does not make any determination, decision or election that it is required to make pursuant to this Condition 3(g), then the Issuer will make that determination, decision or election on the same basis as described above. For the avoidance purposes of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:Condition 3(g):

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Adjustment Conforming Changes from time to time, time and such changes change shall become effective without consent from the relevant Holders or any other party. (iiib) Notwithstanding anything set forth in Section 2.13(1) above, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.13(3) will thereafter apply to all determinations of the interest rate on the Subordinated Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Subordinated Notes for each Interest Period will be an annual rate equal to the Benchmark Replacement plus 218 basis points. (c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2.13(3). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: selection (1i) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; , (2ii) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3iii) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and objects and (4iv) notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase AgreementIndenture, shall become effective without consent from the relevant Holders of the Subordinated Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (ivd) For The Company (or its Calculation Agent, if the avoidance Trustee is not the Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Adjustment Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (e) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event and its related or Benchmark Replacement Date have has occurred, interest payable and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on this Subordinated Note all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Adjustment Conforming Changes. The Trustee shall not be responsible or liable for the Floating Rate Period will be an annual rate equal to the sum actions or omissions of the applicable Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement and the spread specified on the face hereofAdjustment Conforming Changes). (vf) As used in this Subordinated Note:If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Interest Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.

Effect of Benchmark Transition Event. (i) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and its related the Dealers may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent has posted such proposed amendment to all Lenders and the Dealers so long as the Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement Date have occurred pursuant to this Section titled “Effect of Benchmark Transition Event” will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (ii) In connection with the implementation of a Benchmark Replacement, the Company Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreementany other Loan Document, shall any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Rate Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note Note, the Indenture or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Lender determines prior to the Calculation Agent determines relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior with respect to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any datethen-current Benchmark, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period this Note in respect of such determination all determinations on such date and for all determinations on all subsequent dates. (iib) In connection with the implementation of a Benchmark Replacement, the Company Lender will have the right to make Benchmark Replacement Conforming Changes from time to time. Notwithstanding anything to the contrary in this Note or in any other Loan Documents, and any amendments to this Note or the other Loan Documents implementing such changes shall Benchmark Replacement Conforming Changes will become effective and binding on Borrower upon Notice by Lender to Borrower without the necessity of any action by or consent from the relevant Holders or any other partyof Borrower. (iiic) Any determination, decision or election that may be made by the Company or by the Calculation Agent Lender pursuant to the benchmark transition provisions set forth hereinthis Section 11, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or a rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agentand, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in the documentation relating to this Subordinated Note or the Purchase AgreementNote, shall will become effective without consent from the relevant Holders or any other party. If Freddie Mac is the Lender, each such determination, decision and election will be in Xxxxxx’s sole discretion. If Xxxxxx is not Freddie Mac, each such determination, decision and election will be made at, and in accordance with, the written direction of Freddie Mac, which will be given in Freddie Mac’s sole discretion. (ivd) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As The following defined terms are used in this Subordinated NoteSection 11:

Effect of Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document: (ia) If On the Calculation Agent determines date that a all Available Tenors of LIBOR have either permanently or indefinitely ceased to be provided by the regulatory supervisor of LIBOR’s administrator or have been announced by the Financial Conduct Authority pursuant to public statement or publication of information to be no longer representative, if the then-current Benchmark Transition Event and its related is LIBOR, then the Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any determination setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Compounded SOFR, all interest payments will be payable on a monthly or quarterly basis as notified by the Borrower to the Administrative Agent. 61 Sunshine (as defined belowNational) on any date– Credit Agreement (b) Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During the period referenced in the foregoing sentence, (i) the component of ABR based upon the Benchmark will not be used in any determination on such date of ABR; and all determinations on all subsequent dates(ii) the ABR will be the greatest of clauses (a), (b) and (d) of the definition thereof. (iic) In connection with the implementation and administration of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (iiid) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Company Administrative Agent or, if applicable, any Lender (or by group of Lenders), in each case in consultation with the Calculation Agent Borrower, pursuant to the benchmark transition provisions set forth hereinthis Section 2.23, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.23. (ive) For At any time (including in connection with the avoidance implementation of doubta Benchmark Replacement), after (i) if the then-current Benchmark is a term rate (including LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or unrepresentative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings. 62 Sunshine (National) – Credit Agreement (f) Without prejudice to any other provision of this Agreement, each Loan Party acknowledges and agrees for the benefit of each of the other parties hereto: (i) LIBOR (A) may be subject to methodological or other changes which could affect its value, and/or (B) may be permanently discontinued; and (ii) the occurrence of any of the aforementioned events and/or a Benchmark Transition Event and its related Benchmark Replacement Date may have occurred, interest payable on this Subordinated Note for adverse consequences which may materially impact the Floating Rate Period will be an annual rate equal to the sum economics and/or each Loan Party’s commercial expectations of the applicable Benchmark Replacement and the spread specified on the face hereoffinancing transactions contemplated under this Agreement. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent Company (or its Designee) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined belowin this Section 2) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will shall replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period Bonds in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company will (or its Designee) shall have the right to make Benchmark Replacement Conforming Changes (as defined in this Section 2) from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) . Any determination, decision or election that may be made by the Company (or by the Calculation Agent its Designee) pursuant to the benchmark transition provisions set forth hereinthis subsection “Effect of Benchmark Transition Event”, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) will , shall be conclusive and binding absent manifest error; (2) if made by the Company, will shall be made in the Company’s (or its Designee’s) sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Companyand, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreementdocumentation relating to the Bonds, shall become effective without consent from the relevant Holders holders of the Bonds or any other party. (iv) For . Neither the avoidance Trustee nor the Calculation Agent shall have any liability for any determination made by or on behalf of doubtthe Company or its Designee in connection with a Benchmark Transition Event or a Benchmark Replacement. “Benchmark” means, after initially, the Three-Month LIBOR Rate; provided, that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal occurred with respect to the sum of Three-Month LIBOR Rate or any other then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement and the spread specified on the face hereofReplacement. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i1) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event and its related or an Early Opt-in Election, as applicable, Bank may amend this Agreement to replace LIBO Rate with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. (New York time) on the tenth (10’) Business Day after Bank has provided such proposed amendment to Borrower without any further action or consent of Borrower, so long as Bank has not received, by such time, written notice of objection to such amendment from Borrower. No replacement of the LIBO Rate with a Benchmark Replacement Date have occurred pursuant to this Section 12.19(c)(ii) will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates.Transition Start Date (ii2) In connection with the implementation of a Benchmark Replacement, the Company Bank will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or any other partyof Borrower. (3) Bank will promptly notify Borrower of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company or by the Calculation Agent Bank pursuant to the benchmark transition provisions set forth hereinthis Section 12.19(c)(ii), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the CompanyBank’s sole discretion; (3) if made by the Calculation Agentdiscretion and without consent from Borrower, will be made after consultation with the Companyexcept, and the Calculation Agent will not make any such determinationin each case, decision or election as expressly required pursuant to which the Company reasonably objects; andthis Section 12.19(c)(ii). (4) notwithstanding anything Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower may revoke any request for an Advance the interest rate of which is determined by reference to the contrary in this Subordinated Note LIBO Rate, conversion to or continuation of an Advance the Purchase Agreementinterest rate of which is determined by reference to the LIBO Rate, shall become effective without consent from the relevant Holders to be made, converted or continued during any other partyBenchmark Unavailability Period and, failing that, Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v5) As used in this Subordinated Note:Section 12.19(c)(ii):

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, time and such changes shall become effective without consent from the relevant Holders Noteholders or any other party. (iii) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark under this Section 2(d). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1A) will be conclusive and binding absent manifest error; (2B) if made by the CompanyCompany as the Calculation Agent, will be made in the Company’s sole discretion; (3C) if made by the Calculation AgentAgent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4D) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Noteholders or any other party. (iv) If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (v) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (vvi) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. (vii) As used in this Subordinated Note: (A) “Benchmark” means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

Effect of Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document: (ia) If On the Calculation Agent determines date that a all Available Tenors of LIBOR have either permanently or indefinitely ceased to be provided by the regulatory supervisor of LIBOR’s administrator or have been announced by the Financial Conduct Authority pursuant to public statement or publication of information to be no longer representative, if the then-current Benchmark Transition Event and its related is LIBOR, then the Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any determination setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Compounded SOFR, all interest payments will be payable on a monthly or quarterly basis as notified by the Borrower to the Administrative Agent. (as defined belowb) on any dateUpon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During the period referenced in the foregoing sentence, (i) the component of ABR based upon the Benchmark will not be used in any determination on such date of ABR; and all determinations on all subsequent dates(ii) the ABR will be the greatest of clauses (a), (b) and (d) of the definition thereof. (iic) In connection with the implementation and administration of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other party.party to this Agreement. 61 Sunshine (Northeast) – Credit Agreement (iiid) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Company Administrative Agent or, if applicable, any Lender (or by group of Lenders), in each case in consultation with the Calculation Agent Borrower, pursuant to the benchmark transition provisions set forth hereinthis Section 2.23, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.23. (ive) For At any time (including in connection with the avoidance implementation of doubta Benchmark Replacement), after (i) if the then-current Benchmark is a term rate (including LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or unrepresentative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings. (f) Without prejudice to any other provision of this Agreement, each Loan Party acknowledges and agrees for the benefit of each of the other parties hereto: (i) LIBOR (A) may be subject to methodological or other changes which could affect its value, and/or (B) may be permanently discontinued; and (ii) the occurrence of any of the aforementioned events and/or a Benchmark Transition Event and its related Benchmark Replacement Date may have occurred, interest payable on this Subordinated Note for adverse consequences which may materially impact the Floating Rate Period will be an annual rate equal to the sum economics and/or each Loan Party’s commercial expectations of the applicable Benchmark Replacement and the spread specified on the face hereoffinancing transactions contemplated under this Agreement. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders Noteholders (as defined below) or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Noteholders (as defined below) or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note, the following terms have the meanings set forth below:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note Note, the Indenture or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting 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 (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York time) on the 5th Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (b) 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 Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the Benchmark (as defined below) on any datethen-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder or under any Loan Document in respect of such determination on such date Benchmark setting and all determinations on all subsequent datesBenchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (b) shall not be effective unless the Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. (iic) In connection with the implementation of a Benchmark Replacement, the Company Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyLoan Document. (d) The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, Term SOFR Event or Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Agent or, if applicable, any Lender (or by the Calculation Agent group of Lenders) pursuant to the benchmark transition provisions set forth hereinthis Section 1.9, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion;discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.9. (3e) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding Notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyLoan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (ivf) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrower may revoke any request for a borrowing of Term Loans during any Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofUnavailability Period. (vg) As For purposes of this Section 1.9, the capitalized terms used and not otherwise defined in this Subordinated NoteAgreement shall have the meanings assigned to such terms below:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of Floating Rate Interest Period during the Benchmark (as defined below) on any dateFloating Rate Period, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant such Floating Rate Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) remaining Floating Rate Interest Periods. In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time. (ii) Notwithstanding anything set forth in Section 2.5(b) above, and such changes shall become effective without consent from if the Calculation Agent determines on or prior to the relevant Holders or any other partyReference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.5(f) will thereafter apply to all determinations of the Benchmark used to calculate the interest rate on the Notes for each Floating Rate Interest Period. (iii) The Calculation Agent is expressly authorized to make certain determinations, decisions, and elections under the terms of the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark for the Floating Rate Period and under this Section 2.5(f). Any determination, decision decision, or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Notes, including any determination with respect to a tenor, rate rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance circumstance, or date, date and any decision to take or refrain from taking any action or any selection: selection (1A) will be conclusive and binding on the holders of the Notes, the Company (if the Company is not also the Calculation Agent) and the Trustee absent manifest error; , (2B) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3C) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision decision, or election to which the Company reasonably objects; and objects and (4D) notwithstanding anything to the contrary in this Subordinated Note or the Purchase AgreementIndenture, shall become effective without consent from the relevant Holders holders of the Notes or the Trustee or any other party. If the Calculation Agent fails to make any determination, decision, or election that it is required to make under the terms of the Notes, then the Company will make such determination, decision, or election on the same basis as described above. (iv) For The Company (or the avoidance Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes after a Benchmark Transition Event. (v) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or the Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or the Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to rely conclusively on any determination made, and any instruction, notice, Officer’s Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. (vi) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and interest payments during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. Furthermore, if the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurredoccurred with respect to the Three-Month Term SOFR at any time when any of the Notes are outstanding, then the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and interest payments during the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofmodified in accordance with this Section 2.5(f). (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. Where "SOFR" is specified as the Reference Rate and where "ARRC Fallbacks" are specified as applicable in the applicable Final Terms: (i) If notwithstanding any other provision to the contrary in these Terms and Conditions, if the Issuer or, at the Issuer's request, the Calculation Agent Agent, determines on or prior to the Reference Time, that a Benchmark Transition Event and its related Benchmark Replacement Date (each, as defined below) have occurred with respect to the then current Benchmark, then the provisions set forth in this Condition 3(g) (the "Benchmark Transition Provisions"), will thereafter apply to all terms of the Notes relevant in respect of such Benchmark, including without limitation, the determination of any Rate of Interest. In accordance with the Benchmark Transition Provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any such Rate of Interest in respect of an Interest Period will be determined by reference to the relevant Benchmark Replacement; (ii) if the Issuer or, at the Issuer's request, the Calculation Agent, determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates.; (iiiii) In in connection with the implementation of a Benchmark Replacement, the Company Issuer will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For subject as provided in the avoidance Trust Deed, the Trustee shall, at the direction and expense of doubtthe Issuer and without any requirement for the consent or approval of the Noteholders or the Couponholders, after be obliged to concur with the Issuer in using its reasonable endeavours to effect such Benchmark Replacement Conforming Changes (including, inter alia, by the execution of a deed supplemental to/amending the Trust Deed) and the Trustee shall not be liable to any party for any consequences thereof (provided, however, that the Trustee shall not be obliged to agree to any such Benchmark Replacement Conforming Changes if the same would, in the sole opinion of the Trustee, impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce, or amend its rights and/or the protective provisions afforded to it in any document to which it is a party); (v) the Issuer shall, prior to the taking effect of any Benchmark Replacement Conforming Changes, give notice thereof to the Trustee, the Agent and the Noteholders. No later than notifying the Trustee of the same, the Issuer shall deliver to the Trustee a certificate signed by two authorised signatories of the Issuer confirming (i) that a Benchmark Transition Event and its related Benchmark Replacement Date have has occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of (ii) the applicable Benchmark Replacement, (iii) where applicable, any Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:Adjustment, and

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event the Administrative Agent (pursuant to written instructions from the Required Lenders) and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all purposes relating Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of the then-current Benchmark with a Benchmark Replacement pursuant to this Section 1.11 will occur prior to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesapplicable Benchmark Transition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right (but not the obligation) to make Benchmark Replacement Conforming Changes Changes, pursuant to written instructions from the Required Lenders, from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective upon receipt of the consent of the Borrower (such consent not to be unreasonably withheld or delayed) but without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the implementation of a Benchmark Replacement, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 1.11(d) and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or, if applicable, any Lender (or by the Calculation Agent group of Lenders) pursuant to the benchmark transition provisions set forth herein, this Section 1.11 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion;discretion and without consent from any other party to this Agreement, except, in each case, as expressly required pursuant to this Section 1.11. (3d) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding Notwithstanding anything to the contrary herein or in this Subordinated Note any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Purchase Agreement, shall become effective without consent Administrative Agent in its reasonable discretion (pursuant to written instructions from the relevant Holders Required Lenders) or (B) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may (pursuant to written instructions from the Required Lenders) modify the definition of “Interest Period” (or any other party. similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ivii) For the avoidance of doubt, after if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark Transition Event and its related (including a Benchmark Replacement Date have occurredReplacement) or (B) is not, interest payable on this Subordinated Note or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Floating Rate Period will be an annual rate equal Administrative Agent may (pursuant to written instructions from the sum Required Lenders) modify the definition of the applicable “Interest Period” (or any similar or analogous definition) for all Benchmark Replacement and the spread specified on the face hereofsettings at or after such time to reinstate such previously removed tenor. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Rate Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; andand 123157889v4 (4) notwithstanding anything to the contrary in this Subordinated Note Note, the Indenture or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiib) Notwithstanding anything set forth in Section 213, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the Calculation Agent shall promptly provide notice of such determination to the Holders and the provisions set forth in this Section 213(6) will thereafter apply to all determinations of the interest rate on the Subordinated Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Subordinated Notes for each interest period during the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement plus 251 basis points. (c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 213(6). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: selection (1i) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; , (2ii) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3iii) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and objects and (4iv) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreementherein, shall become effective without consent from the relevant Holders of the Subordinated Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (ivd) For The Company (or its Calculation Agent) shall notify the avoidance Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (e) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event and its related or Benchmark Replacement Date have has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will be an annual rate equal apply. Section 214 CUSIP Numbers. The Company may issue the Subordinated Notes with one or more “CUSIP” numbers (if then generally in use). The Company will promptly notify the Trustee in writing of any change in the CUSIP numbers. The Trustee may use “CUSIP” numbers in notices (including but not limited to notices of redemption or exchange) as a convenience to Holders; provided that any such notice may state that no representation is made as to the sum correctness of the applicable Benchmark Replacement and the spread specified such numbers either as printed on the face hereofSubordinated Notes or as contained in any notice (including any notice of redemption or exchange) and that reliance may be placed only on the other identification numbers printed on the Subordinated Notes, and any such notice will not be affected by any defect in or omission of such numbers. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders Noteholders (as defined below) or any other party. (iii) . The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark under this Section 2(e). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Note, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) : will be conclusive and binding absent manifest error; (2) ; if made by the CompanyCompany as the Calculation Agent, will be made in the Company’s sole discretion; (3) ; if made by the Calculation AgentAgent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) and notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Noteholders (as defined below) or any other party. (iv) . If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) . If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 213(c). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark Benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; (2) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; (3) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary herein or in this the Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Holders, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this the Subordinated Note Notes for the each Floating Rate Interest Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofplus 568 basis points. (v) The Company (or its Calculation Agent) shall notify the Trustee in writing (1) upon the occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (2) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (vi) The Trustee (including in its capacity as Paying Agent) shall have no (1) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination, selection or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (2) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure or inability to select a Benchmark Replacement, the Company’s or Calculation Agent’s failure or inability to calculate, or error or inaccuracy in calculating, a Benchmark, resignation or removal of the Calculation Agent, or any inability, delay, error or inaccuracy on the part of the Company or Calculation Agent in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance of such duties. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (vii) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. (viii) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiib) Notwithstanding anything set forth in Section 213(2) above, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 213(6) will thereafter apply to all determinations of the interest rate on the Subordinated Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Subordinated Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 687.5 basis points. (c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 213(6). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: selection (1i) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; , (2ii) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3iii) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and objects and (4iv) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreementherein, shall become effective without consent from the relevant Holders of the Subordinated Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (ivd) For The Company (or its Calculation Agent) shall notify the avoidance Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (e) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination, selection or calculation of a Benchmark Replacement, (D) determination of whether a Benchmark Transition Event and its related or Benchmark Replacement Date have has occurred, (E) determination of the Benchmark Replacement Date, (F) providing of notice to any other transaction party of the occurrence of a Benchmark Transition Event or Benchmark Replacement Date, (G) selection, determination or designation of any Benchmark Replacement Adjustment or other modifier to any replacement or successor index, or (H) determination of whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, and in each such case under clauses (A) through (H) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure or inability to select a Benchmark Replacement, the Company’s or Calculation Agent’s failure or inability to calculate, or error or inaccuracy in calculating, a Benchmark, resignation or removal of the Calculation Agent, or any inability, delay, error or inaccuracy on the part of the Company or Calculation Agent in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance of such duties. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will be an annual rate equal apply. Section 214 CUSIP Numbers. The Company may issue the Subordinated Notes with one or more “CUSIP” numbers (if then generally in use). The Company will promptly notify the Trustee of any change in the CUSIP numbers. The Trustee may use “CUSIP” numbers in notices (including but not limited to notices of redemption or exchange) as a convenience to Holders; provided that any such notice may state that no representation is made as to the sum correctness of the applicable Benchmark Replacement and the spread specified such numbers either as printed on the face hereofSubordinated Notes or as contained in any notice (including any notice of redemption or exchange) and that reliance may be placed only on the other identification numbers printed on the Subordinated Notes, and any such notice will not be affected by any defect in or omission of such numbers. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting 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 (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Chicago time) on the 5th Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (b) 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 Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the Benchmark (as defined below) on any datethen-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder or under any Loan Document in respect of such determination on such date Benchmark setting and all determinations on all subsequent datesBenchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (b) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. (iic) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyLoan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, Term SOFR Event or Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or, if applicable, any Lender (or by the Calculation Agent group of Lenders) pursuant to the benchmark transition provisions set forth hereinthis Section 3.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion;discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.11. (3e) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding Notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyLoan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (ivf) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Replacement Date Unavailability Period and, failing that, the Borrower will be deemed to have occurred, interest payable on this Subordinated Note converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the Floating then-current Benchmark is not an Available Tenor, the component of Base Rate Period based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:any determination of Base Rate.

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (iib) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiic) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1i) will be conclusive and binding absent manifest error; (2ii) if made by the Company, will be made in the Company’s sole discretion; (3iii) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4iv) notwithstanding anything to the contrary in this the Subordinated Note Notes or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (ivd) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this the Subordinated Note Notes for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 213(c). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark Benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; (2) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; (3) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary herein or in this the Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Holders, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this the Subordinated Note Notes for the each Floating Rate Interest Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofplus 536.3 basis points. (v) The Company (or its Calculation Agent) shall notify the Trustee in writing (1) upon the occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (2) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (vi) The Trustee (including in its capacity as Paying Agent) shall have no (1) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination, selection or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (2) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure or inability to select a Benchmark Replacement, the Company’s or Calculation Agent’s failure or inability to calculate, or error or inaccuracy in calculating, a Benchmark, resignation or removal of the Calculation Agent, or any inability, delay, error or inaccuracy on the part of the Company or Calculation Agent in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance of such duties. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (vii) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. (viii) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Credit Document, ifupon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document inwith respect of suchto any Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to,, the Administrative Agent and the Borrower may amend this Agreement or any other Credit Document and (y) ifto replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in. Any such amendment with respect of anyto a Benchmark settingTransition Event will become effective at or after 5:00 p.m. (ChicagoNew York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is providedAdministrative Agent has posted such proposed amendment to xxxxxx affected Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Documentand the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacementamendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section (a) will occur prior to the applicable Benchmark Transition Start Date. (b) Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, solely with respect to Loans in U.S. Dollars, if a Term SOFR Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the Benchmark (as defined below) on any datethen-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder or under any Credit Document in respect of such determination on such date Benchmark setting and all determinations on all subsequent dates. Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided that, this clause (iib) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. (cb) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreementany other Credit Document, shall any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyCredit Document. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i1) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of Floating Rate Interest Period during the Benchmark (as defined below) on any dateFloating Rate Period, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant such Floating Rate Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) remaining Floating Rate Interest Periods. In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii2) Notwithstanding anything set forth in Section 2.05(b) above, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.05(g) will thereafter apply to all determinations of the Benchmark used to calculate the interest rate on the Notes for each Floating Rate Interest Period. (3) The Company and the Calculation Agent are expressly authorized to make certain determinations, decisions, and elections under the terms of the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark for the Floating Rate Period and under this Section 2.05(g). Any determination, decision decision, or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Notes, including any determination with respect to a tenor, rate rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance circumstance, or date, date and any decision to take or refrain from taking any action or any selection: selection (1A) will be conclusive and binding on the holders of the Notes, the Company (if the Company is not also making the decision) and the Trustee absent manifest error; , (2B) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3C) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision decision, or election to which the Company reasonably objects; and objects and (4D) notwithstanding anything to the contrary in this Subordinated Note the Indenture or the Purchase AgreementNotes, shall become effective without consent from the relevant Holders holders of the Notes or the Trustee or any other party. If the Calculation Agent fails to make any determination, decision, or election that it is required to make under the terms of the Notes, then the Company will make such determination, decision, or election on the same basis as described above. In connection with such determination, decision, or election, the Company shall be treated as the Calculation Agent for all purposes hereunder. (iv4) For The Company (or the avoidance Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes after a Benchmark Transition Event. (5) Neither the Trustee nor Paying Agent (i) shall be under any obligation (A) to monitor, determine or verify the unavailability or cessation of Three-Month Term SOFR (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (B) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, or (C) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (D) to determine whether or what Three-Month Term SOFR Conventions or Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in the Indenture as a result of the unavailability of Three-Month Term SOFR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Calculation Agent, in providing any direction, instruction, notice or information required or contemplated by the terms of the Indenture and reasonably required for the performance of such duties. The Trustee shall be entitled to rely conclusively on all notices from the Company or the Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to rely conclusively on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. (6) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and interest payments during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. Furthermore, if the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurredoccurred with respect to the Three-Month Term SOFR at any time when any of the Notes are outstanding, then the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and interest payments during the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofmodified in accordance with this Section 2.05(g). (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party.. ​ ​ (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders Noteholders (as defined below) or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Noteholders (as defined below) or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (and each reference thereto) for all purposes hereunder and under any Loan Document and in respect of such Benchmark setting 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 (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (and each reference thereto) for all purposes hereunder and under any Loan Document and in respect of any Benchmark setting at or after 5:00 p.m. (Detroit, Michigan time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders. (b) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this clause (b), if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the Benchmark (as defined below) on any datethen-current Benchmark, then the applicable Benchmark Replacement will replace the then-current such Benchmark (and each reference thereto) for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder or under any Loan Document and in respect of such determination on such date Benchmark setting and all determinations on all subsequent datesBenchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (b) shall not be effective unless the Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice. (iic) In connection with the implementation of a Benchmark Replacement, the Company Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyLoan Document. (d) The Agent will promptly notify the Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Agent or, if applicable, any Lender (or by the Calculation Agent group of Lenders) pursuant to the benchmark transition provisions set forth hereinthis Section 11.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion;discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 11.11. (3e) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding Notwithstanding anything to the contrary herein or in this Subordinated Note any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the Purchase AgreementLIBOR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, shall become effective without consent from then the relevant Holders Agent may modify the definition of “Interest Period” for any Benchmark settings at or any other partyafter such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (ivf) For Upon the avoidance Borrowers’ receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, any Borrower may revoke any request for a conversion to or continuation of any Eurodollar-based Advance to be made, converted or continued during any Benchmark Replacement Date Unavailability Period and, failing that, the Borrowers will be deemed to have occurredconverted any such request into a request for, interest payable on this Subordinated Note or conversion to, a Base Rate Advance. During any Benchmark Unavailability Period or at any time that a tenor for the Floating Rate Period will be then-current Benchmark is not an annual rate equal to Available Tenor, the sum component of the applicable Base Rate based upon the then-current Benchmark Replacement and or such tenor for such Benchmark, as applicable, will not be used in any determination of the spread specified on the face hereofBase Rate. (vg) As used in this Subordinated NoteSection 11.11:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agents and its related the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event that has been approved by the Administrative Agents (and, in the case of any amendment pursuant to the first sentence of this Section 2.24(a), the Borrower) will become effective at 5:00 p.m. on the fifth Business Day after each Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as neither Administrative Agent has received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders of any Class. Any such amendment with respect to an Early Opt-in Election that has been approved by the Administrative Agents (and, in the case of any amendment pursuant to the first sentence of this Section 2.24(a), the Borrower) will become effective on the date that Lenders comprising the Required Lenders of each Class have delivered to the applicable Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement Date have occurred pursuant to this Section 2.24 will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agents will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement; provided that the Administrative Agents shall post any amendment implementing such Benchmark Replacement Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective. (c) Each Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company either Administrative Agent or by the Calculation Agent Lenders pursuant to the benchmark transition provisions set forth hereinthis Section 2.24, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.24. (ivd) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Replacement Date have occurredUnavailability Period and, interest payable on this Subordinated Note for failing that, the Floating Rate Period Borrower will be an annual rate equal deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period, the sum component of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As ABR based upon LIBOR will not be used in this Subordinated Note:any determination of ABR.

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and its related the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. on the fifth (5th) Banking Day after the Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Agent has not received, by such time, written notice of objection to such amendment from the Lenders comprising the Majority Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement Date have occurred pursuant to this Section 2.11 will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (c) The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Agent or by the Calculation Agent Lenders pursuant to the benchmark transition provisions set forth hereinthis Section 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.11." (ivd) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum Section 8.1(c) of the applicable Benchmark Replacement Credit Agreement is deleted in its entirety and replaced with the spread specified on the face hereof. (v) As used in this Subordinated Notefollowing:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiib) Notwithstanding anything set forth in clause (2) of Section 2.13 above, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in clause (6) of this Section 2.13 will thereafter apply to all determinations of the interest rate on the Subordinated Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Subordinated Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 688 basis points. (c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under clause (6) of this Section 2.13. Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: selection (1A) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; , (2B) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3C) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and objects and (4D) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreementherein, shall become effective without consent from the relevant Holders of the Subordinated Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (ivd) For The Company (or its Calculation Agent) shall notify the avoidance Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (e) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event and its related or Benchmark Replacement Date have has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, with regard to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and the payment of interest during the Floating Rate Period will be an annual rate equal to the sum are inconsistent with any of the applicable Benchmark Replacement and Three-Month Term SOFR Conventions determined by the spread specified on Calculation Agent, then the face hereofrelevant Three-Month Term SOFR Conventions will apply. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders Noteholders (as defined below) or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, as the Calculation Agent, will be made in the Company’s sole discretion; (3) if made by the Calculation AgentAgent that is not the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Noteholders (as defined below) or any other party. (iv) If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (v) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofplus 233 basis points. (vvi) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiiii) Any determinationNotwithstanding anything set forth in this Section, decision or election that may be made by the Company or by if the Calculation Agent pursuant determines on or prior to the benchmark transition relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth herein, including any determination with respect in this Section 2(b) will thereafter apply to a tenor, rate or adjustment or all determinations of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by interest rate on the Company, will be made in Subordinated Notes during the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest payable rate on this the Subordinated Note Notes for each interest period during the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofplus 513 basis points. (viii) As used in this Subordinated Note:If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the CompanyCompany as the Calculation Agent, will be made in the Company’s sole discretion; (3) if made by the Calculation AgentAgent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase AgreementNote, shall become effective without consent from the relevant Holders Holder or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiib) Notwithstanding anything set forth in Section 213, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the Calculation Agent shall promptly provide notice of such determination to the Holders and the provisions set forth in this Section 213(6) will thereafter apply to all determinations of the interest rate on the Subordinated Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Subordinated Notes for each interest period during the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement plus 219 basis points. (c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 213(6). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: selection (1i) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; , (2ii) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3iii) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and objects and (4iv) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreementherein, shall become effective without consent from the relevant Holders of the Subordinated Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (ivd) For The Company (or its Calculation Agent) shall notify the avoidance Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (e) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event and its related or Benchmark Replacement Date have has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will be an annual rate equal apply. The Company may issue the Subordinated Notes with one or more “CUSIP” numbers (if then generally in use). The Company will promptly notify the Trustee in writing of any change in the CUSIP numbers. The Trustee may use “CUSIP” numbers in notices (including but not limited to notices of redemption or exchange) as a convenience to Holders; provided that any such notice may state that no representation is made as to the sum correctness of the applicable Benchmark Replacement and the spread specified such numbers either as printed on the face hereofSubordinated Notes or as contained in any notice (including any notice of redemption or exchange) and that reliance may be placed only on the other identification numbers printed on the Subordinated Notes, and any such notice will not be affected by any defect in or omission of such numbers. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.07), including, without limitation, Section 3.03(b), if a Benchmark Transition Event Event, an Early Opt‐in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the then‐current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (as defined below1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting 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 (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Chicago time) on the 5th Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent to the Lenders and the Company without any dateamendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (b) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, (x) with respect to Loans denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date or (y) with respect to Loans denominated in euro, if a Term ESTR Transition Event and its related Benchmark Replacement Date, as applicable, 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 then‐current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder or under any Loan Document in respect of such determination on such date Benchmark setting and all determinations on all subsequent datesBenchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (b) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company a Term SOFR Notice or a Term ESTR Notice, as applicable. For the avoidance of doubt, the Administrative Agent shall not be required to deliver any (x) Term SOFR Notice after the occurrence of a Term SOFR Transition Event or (y) Term ESTR Notice after the occurrence of a Term ESTR Transition Event, and may do so in its sole discretion. (iic) then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein, such as the margin applicable thereto), giving due consideration to any evolving or then-existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. For the avoidance of doubt, no In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyLoan Document. No Loan Party shall be required to pay any “amendment fee” or other similar fee in connection with an amendment or other modification to this Agreement or any other Loan Document made solely in connection with the replacement of LIBOR with the LIBOR Successor Rate any Benchmark or any proposed LIBOR Successor Rate Benchmark Replacement Conforming Changes related thereto. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate (to the extent of the affected Interest Period). Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. (d) The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event, Term SOFR Transition Event, Term ESTR Transition Event, Early Opt‐in Election or Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or, if applicable, any Lender (or by the Calculation Agent group of Lenders) pursuant to the benchmark transition provisions set forth hereinthis Section 3.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence non‐occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection:, will be conclusive and binding absent demonstrable error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.07. (1e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then‐ current Benchmark is a term rate (including Term SOFR, Term ESTR, the LIBO Rate, the EURIBO Rate or the TIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non‐representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Company’s receipt of notice from the Administrative Agent of the commencement of a Benchmark Unavailability Period and until a Benchmark Replacement is determined in accordance with this Section 3.07 for (i) Dollars, the Company may revoke any request for a borrowing of, conversion to or continuation of Eurocurrency Rate Loans to be made, converted or continued during any such Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans and (ii) any other Agreed Currency, the obligation of the Lenders to make or maintain Loans in such Agreed Currency shall be suspended (and the Company may revoke any request for a Borrowing of, conversion to or continuation of Loans to be made in such Agreed Currency during the Benchmark Unavailability Period). During any Benchmark Unavailability Period for Dollars or at any time that a tenor for the then‐current Benchmark for Dollars is not an Available Tenor, the component of Base Rate based upon the then‐current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Eurocurrency Rate Loan in any Alternative Currency is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Eurocurrency Rate Loan, then (until such time as a benchmark replacement for such Alternative Currency is implemented pursuant to this Section 3.07) such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Company’s election prior to such day: (A) be prepaid by the Company on such day or (B) be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Currency) on such day (it being understood and agreed that if the Company does not so prepay such Loan on such day by 2:00 p.m., local time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Rate Loan into a Base Rate Loan denominated in Dollars). If any RFR Loan is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such RFR Loan, then such Loan shall, on the next Interest Payment Date applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), bear interest at the Central Bank Rate for Sterling plus the Applicable Rate; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error; (2) if made by that the CompanyCentral Bank Rate for Sterling cannot be determined, will be made any outstanding affected RFR Loans denominated in Sterling, at the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreementelection, shall become effective without consent from the relevant Holders or any other party. either (ivA) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating be converted into Base Rate Period will be Loans denominated in Dollars (in an annual rate amount equal to the sum Dollar Equivalent of the applicable Benchmark Replacement and the spread specified Sterling) on the face hereofnext applicable Interest Payment Date (or the next succeeding Business Day if such day is not a Business Day) or (B) be prepaid in full immediately on the next applicable Interest Payment Date (or the next succeeding Business Day if such day is not a Business Day). (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.22), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the Reference Time then-current Benchmark, then (as defined belowx) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting 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 (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any determination of the Benchmark setting at or after 5:00 p.m. (as defined belowChicago time) on any date, the 5th Business Day after the date notice of such Benchmark Replacement will replace the then-current Benchmark for all purposes relating is provided to the Subordinated Notes during Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the relevant Floating Interest Period in respect Administrative Agent has not received, by such time, written notice of objection to such determination on such date and all determinations on all subsequent datesBenchmark Replacement from Lenders comprising the Required Lenders. (iib) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyLoan Document. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or, if applicable, any Lender (or by the Calculation Agent group of Lenders) pursuant to the benchmark transition provisions set forth hereinthis Section 2.22, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion;discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.22. (3d) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding Notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyLoan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a Term SOFR Reference Rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Bxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (ive) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event Unavailability Period for (i) Dollars, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Dollar SOFR Loans to be made, converted or continued during any such Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans and its related (ii) any Alternative Currency, the obligation of the Lenders to make or maintain Loans in such Alternative Currency shall be suspended (and the Borrower may revoke any request for a Borrowing of, conversion to or continuation of Loans to be made in such Alternative Currency during the Benchmark Replacement Date have occurred, interest payable on this Subordinated Note Unavailability Period). During any Benchmark Unavailability Period for Dollars or at any time that a tenor for the Floating then-current Benchmark for Dollars is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any SOFR Loan in any Alternative Currency (other than Dollars) is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period will with respect to the SOFR Rate applicable to such SOFR Loan, then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan denominated in Dollars (in an annual rate amount equal to the sum Dollar Equivalent of such Alternative Currency) on such day (it being understood and agreed that if the applicable Benchmark Replacement and Borrower does not so prepay such Loan on such day by 12:00 noon, local time, the spread specified on the face hereofAdministrative Agent is authorized to effect such conversion of such SOFR Loan into a Base Rate Loan denominated in Dollars). (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time. The Calculation Agent is expressly authorized to make certain determinations, decisions and such changes shall become effective without consent from elections under the relevant Holders or any other party. (iii) Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark under this Section 2(d). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) : will be conclusive and binding absent manifest error; (2) ; if made by the CompanyCompany as the Calculation Agent, will be made in the Company’s sole discretion; (31) if made by the Calculation AgentAgent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (42) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Noteholders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. Where "SOFR" is specified as the Reference Rate and where "ARRC Fallbacks" are specified as applicable in the applicable Final Terms: (i) If notwithstanding any other provision to the contrary in these Terms and Conditions, if the Issuer or, at the Issuer's request, the Calculation Agent Agent, determines on or prior to the Reference Time, that a Benchmark Transition Event and its related Benchmark Replacement Date (each, as defined below) have occurred with respect to the then current Benchmark, then the provisions set forth in this Condition 3(g) (the "Benchmark Transition Provisions"), will thereafter apply to all terms of the Notes relevant in respect of such Benchmark, including without limitation, the determination of any Rate of Interest. In accordance with the Benchmark Transition Provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any such Rate of Interest in respect of an Interest Period will be determined by reference to the relevant Benchmark Replacement; (ii) if the Issuer or, at the Issuer's request, the Calculation Agent, determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates.; (iiiii) In in connection with the implementation of a Benchmark Replacement, the Company Issuer will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For subject as provided in the avoidance Trust Deed, the Trustee shall, at the direction and expense of doubtthe Issuer and without any requirement for the consent or approval of the Noteholders or the Couponholders, after be obliged to concur with the Issuer in using its reasonable endeavours to effect such Benchmark Replacement Conforming Changes (including, inter alia, by the execution of a deed supplemental to/amending the Trust Deed) and the Trustee shall not be liable to any party for any consequences thereof (provided, however, that the Trustee shall not be obliged to agree to any such Benchmark Replacement Conforming Changes if the same would, in the sole opinion of the Trustee, impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce, or amend its rights and/or the protective provisions afforded to it in any document to which it is a party); (v) the Issuer shall, prior to the taking effect of any Benchmark Replacement Conforming Changes, give notice thereof to the Trustee, the Agent and the Noteholders. No later than notifying the Trustee of the same, the Issuer shall deliver to the Trustee a certificate signed by two authorised signatories of the Issuer confirming (i) that a Benchmark Transition Event and its related Benchmark Replacement Date have has occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of (ii) the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:Replacement,

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the then-current Benchmark, then, (x) if a Benchmark Replacement is determined in accordance with clause (as defined below1) on any dateof the definition of "Benchmark Replacement" for such Benchmark Replacement Date, the such Benchmark Replacement will replace the then-current such Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder and under any Credit Document in respect of such determination Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such date Benchmark Replacement is provided to the Borrower and all determinations on all subsequent datesthe Lenders without any amendment to this Agreement or any other Credit Document, or further action or consent of any other party to, this Agreement or any other Credit Document. (iib) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyCredit Document. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company or by the Calculation Administrative Agent pursuant to the benchmark transition provisions set forth hereinthis Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its sole discretion;discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.12. (3d) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding Notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyCredit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the interest period formulation for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the interest period formulation for all Benchmark settings at or after such time to reinstate such previously removed tenor. (ive) For Upon the avoidance Borrower's receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Benchmark Replacement Date have occurredUnavailability Period, interest payable on this Subordinated Note the Borrower may revoke any request for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofa Loan. (vf) As used in this Subordinated NoteSection 2.12:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Rate Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (iib) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiic) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1i) will be conclusive and binding absent manifest error; (2ii) if made by the Company, will be made in the Company’s sole discretion; (3iii) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4iv) notwithstanding anything to the contrary in this the Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) Section 1.1 For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this the Subordinated Note Notes for the each Floating Rate Interest Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i1) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.02(f)(ii)), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (as defined below1) on any dateof the definition of “Benchmark Replacement” for such Benchmark Replacement Date, the such Benchmark Replacement will replace the then-current such Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder and under any Loan Document in respect of such determination on such date Benchmark setting and all determinations on all subsequent dates. (ii) In connection with the implementation Benchmark settings without any amendment to, or further action or consent of a Benchmark Replacementany other party to, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders this Agreement or any other party. Loan Document and (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2y) if made by the Company, will be made a Benchmark Replacement is determined in the Company’s sole discretion; accordance with clause (3) if made by of the Calculation Agentdefinition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will be made replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after consultation with 5:00 p.m. (New York City time) on the Company, and fifth (5th) Business Day after the Calculation Agent will not make any date notice of such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything Benchmark Replacement is provided to the contrary in Lenders without any amendment to, or further action or consent of any other party to, this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Agreement or any other party. (iv) For Loan Document so long as the avoidance Administrative Agent has not received, by such time, written notice of doubt, after a Benchmark Transition Event and its related objection to such Benchmark Replacement Date have occurredfrom Lenders comprising the Majority Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofa monthly basis. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiib) Notwithstanding anything set forth in Section 2.04, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.05 will thereafter apply to all determinations of the interest rate on the Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 252 basis points. (c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2.05. Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: selection (1i) will be conclusive and binding on the Holders of the Notes and the Trustee absent manifest error; , (2ii) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3iii) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and objects and (4iv) notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase AgreementBase Indenture, shall become effective without consent from the relevant Holders of the Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Notes, then the Company will make such determination, decision or election on the same basis as described above. (ivd) For The Company (or its Calculation Agent) shall notify the avoidance Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Notes after a Benchmark Transition Event. (e) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event and its related or Benchmark Replacement Date have has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and the payment of interest during the Floating Rate Period will be an annual rate equal to the sum are inconsistent with any of the applicable Benchmark Replacement and Three-Month Term SOFR Conventions determined by the spread specified on Calculation Agent, then the face hereofrelevant Three-Month Term SOFR Conventions will apply. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Transaction Document: (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of Pricing Rate Determination Date for any determination of the Benchmark (as defined below) on any datePricing Rate Period, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder or under any Transaction Document in respect of such determination on such date and all determinations on all subsequent dates, without any amendment to, or further action or consent of any other party to, this Agreement. (ii) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent, on behalf of Xxxxxx, will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or any other partyof Seller. (iii) During any Benchmark Interim Unavailability Period, the component of the Price Differential based on (x) the then-current Benchmark shall be replaced by the Prime Rate and (y) the then-current Applicable Spread shall be replaced by the Prime Rate Applicable Spread. (iv) Administrative Agent, on behalf of Buyers, will promptly notify Seller of (i) the Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and/or (iv) any Benchmark Interim Unavailability Period. Any determination, decision or election that may be made by the Company or by the Calculation Agent Administrative Agent, on behalf of Xxxxxx, pursuant to the benchmark transition provisions set forth hereinthis Article 14(a), including any LEGAL_US_E # 160815361.8 determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofSeller. (v) As used in If any Benchmark Replacement of a Transaction occurs on a day that is not the last day of the then-current Pricing Rate Period with respect to such Transaction, Seller shall pay to Administrative Agent, on behalf of Buyers, such amounts, if any, as may be required pursuant to Article 14(f) of this Subordinated Note:Agreement.

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (iib) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiic) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1i) will be conclusive and binding absent manifest error; (2ii) if made by the Company, will be made in the Company’s sole discretion; (3iii) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4iv) notwithstanding anything to the contrary in this the Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iva) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this the Subordinated Note Notes for the Floating Rate Interest Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Credit Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and its related the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Xxxxxxx and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement Date have occurred pursuant to this Section 9.6(a) will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such changes shall Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyCredit Document. (iiic) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 9.6(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or, if applicable, any Lender (or by the Calculation Agent group of Lenders) pursuant to the benchmark transition provisions set forth hereinthis Section 9.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:refrain

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company Issuer will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders Noteholders or any other party. (iii) Any determination, decision or election that may be made by the Company Issuer or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the CompanyIssuer, will be made in the CompanyIssuer’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the CompanyIssuer, and the Calculation Agent will not make any such determination, decision or election to which the Company Issuer reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Noteholders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any dateEvent, the Benchmark Replacement will Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark for with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) -39- Business Day after the Administrative Agent has posted such proposed amendment to all purposes relating Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesMajority Lenders. (ii) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent, will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (w) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (x) the implementation of any Benchmark Replacement, (y) the effectiveness of any Benchmark Replacement Conforming Changes and (z) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or by the Calculation Agent Majority Lenders, as applicable, pursuant to the benchmark transition provisions set forth hereinthis Section 2.11(d), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, its or their reasonable discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.11(d). (iv) For Upon the avoidance Borrower’s receipt of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum notice of the applicable commencement of any Benchmark Replacement and Unavailability Period, the spread specified on the face hereofBorrower may revoke any pending request for an Advance. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent, the SPV and its related the Originator may amend this Agreement to replace the LIBO Rate and LMIR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Managing Agents, the SPV and the Originator so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Benchmark Replacement Date Required Investors. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Benchmark Replacement Required Investors have occurred delivered to the Administrative Agent written notice that such Benchmark Replacement Required Investors accept such amendment. No replacement of the LIBO Rate and LMIR with a Benchmark Replacement pursuant to this Section 11.15 will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (c) The Administrative Agent will promptly notify the SPV, the Originator and the Managing Agents of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or by the Calculation Agent Managing Agents pursuant to the benchmark transition provisions set forth hereinthis Section 11.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 11.15. (ivd) For Upon the avoidance SPV’s receipt of doubt, after notice (with a copy to the Originator) of the commencement of a Benchmark Transition Event Unavailability Period, the SPV may revoke any Investment Request for a Portion of Investment with a Yield calculated on the basis of the Alternate Rate, and its related any request to convert or continue any Portion of Investment with a Yield calculated on the basis of the Alternate Rate, in each case to be made, converted or continued during any Benchmark Replacement Date have occurredUnavailability Period and, interest payable on this Subordinated Note for failing that, the Floating Rate Period SPV will be deemed to have converted any such request into a request for an annual rate equal Investment or conversion to an Investment with a Yield calculated on the sum basis of the applicable Base Rate. During any Benchmark Replacement and Unavailability Period, the spread specified on component of the face hereofBase Rate based upon the LIBO Rate will not be used in any determination of the Base Rate. (ve) As used in this Subordinated NoteSection 11.15, the following terms shall have the following meanings:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiib) Notwithstanding anything set forth in Section 213, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the Calculation Agent shall promptly provide notice of such determination to the Holders and the provisions set forth in this Section 213(6) will thereafter apply to all determinations of the interest rate on the Subordinated Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Subordinated Notes for each interest period during the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement plus 252 basis points. (c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 213(6). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: selection (1i) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; , (2ii) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3iii) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and objects and (4iv) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreementherein, shall become effective without consent from the relevant Holders of the Subordinated Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the ​ Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (ivd) For The Company (or its Calculation Agent) shall notify the avoidance Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (e) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event and its related or Benchmark Replacement Date have has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will be an annual rate equal apply. Section 214CUSIP Numbers. The Company may issue the Subordinated Notes with one or more “CUSIP” numbers (if then generally in use). The Company will promptly notify the Trustee of any change in the CUSIP numbers. The Trustee may use “CUSIP” numbers in notices (including but not limited to notices of redemption or exchange) as a convenience to Holders; provided that any such notice may state that no representation is made as to the sum correctness of the applicable Benchmark Replacement and the spread specified such numbers either as printed on the face hereofSubordinated Notes or as contained in any notice (including any notice of redemption or exchange) and that reliance may be placed only on the other identification numbers printed on the Subordinated Notes, and any such notice will not be affected by any defect in or omission of such numbers. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. a. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) If the Calculation Agent determines that and any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.11)], if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment (except to the extent for any Benchmark Replacement Conforming Changes made by an amendment at the election of by Agent) to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the 5th Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to (except to the extent for Benchmark Replacement Conforming Changes made by an amendment at the election of Agent), or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. b. 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 Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the Benchmark (as defined below) on any datethen-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder or under any Loan Document in respect of such determination on such date Benchmark setting and all determinations on all subsequent datesBenchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (b) shall not be effective unless the Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice. (ii) c. In connection with the implementation of a Benchmark Replacement, the Company Agent will have the right to make Benchmark Replacement VP/#37368070.5 Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyLoan Document. d. The Agent will promptly notify the Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event, Term SOFR Event or Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) any Benchmark Replacement Conforming Changes made by the Agent and the effective date therof, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Agent or, if applicable, any Lender (or by the Calculation Agent group of Lenders) pursuant to the benchmark transition provisions set forth hereinthis Section 3.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion;discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.11. (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding e. Notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyLoan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (iv) For f. Upon the avoidance Borrowers’ receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrowers may revoke any request for a Borrowing of, conversion to or continuation of any LIBOR Loans to be made, VP/#37368070.5 converted or continued during any Benchmark Replacement Date Unavailability Period and, failing that, the Borrowers will be deemed to have occurred, interest payable on this Subordinated Note converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the Floating then-current Benchmark is not an Available Tenor, the component of Base Rate Period based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be an annual rate equal to the sum used in any determination of Base Rate. vii. Section 5.3(e) of the applicable Benchmark Replacement Credit Agreement is hereby amended and the spread specified on the face hereof. (v) As used in this Subordinated Noterestated to read as follows:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (iib) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiic) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1i) will be conclusive and binding absent manifest error; (2ii) if made by the Company, will be made in the Company’s sole discretion; (3iii) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4iv) notwithstanding anything to the contrary herein or in this the Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (ivd) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this the Subordinated Note Notes for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Basic Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the then-current Benchmark, then, (x) if a Benchmark Replacement is determined in accordance with clause (as defined below1) on any dateof the definition of “Benchmark Replacement” for such Benchmark Replacement Date, the such Benchmark Replacement will replace the then-current such Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder and under any Basic Document in respect of such determination Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Basic Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Basic Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such date Benchmark Replacement is provided to the Borrower and all determinations on all subsequent datesthe Lenders without any amendment to this Agreement or any other Basic Document, or further action or consent of any other party to, this Agreement or any other Basic Document. (iib) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Basic Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyBasic Document. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement #227178428 Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company or by the Calculation Administrative Agent pursuant to the benchmark transition provisions set forth hereinthis Section 11.18, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its sole discretion;discretion and without consent from any other party to this Agreement or any other Basic Document, except, in each case, as expressly required pursuant to this Section 11.18. (3d) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding Notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyBasic Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the interest period formulation for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the interest period formulation for all Benchmark settings at or after such time to reinstate such previously removed tenor. (ive) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Benchmark Replacement Date have occurredUnavailability Period, interest payable on this Subordinated Note the Borrower may revoke any request for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofAdvance. (vf) As used in this Subordinated NoteSection 11.18:

Effect of Benchmark Transition Event. (iA) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related the Company may amend this Agreement to replace LIBOR for Dollars with a Benchmark Replacement Date (and, for the avoidance of doubt, upon such Benchmark Transition Event or Early Opt-in Election, the Eurocurrency Rate for non-Dollar LIBOR Quoted Currencies shall be determined in accordance with Section 4.3(A)). Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Company so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have occurred delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 4.6 will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iiB) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (C) The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the 70 implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or by the Calculation Agent Lenders pursuant to the benchmark transition provisions set forth hereinthis Section 4.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 4.6. (D) Upon the Company’s sole discretion; (3) if made by receipt of notice of the Calculation Agentcommencement of a Benchmark Unavailability Period, the Company may revoke any request for a Eurocurrency Rate Loan based upon LIBOR, a conversion to or continuation of Eurocurrency Rate Loans based upon LIBOR to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for or conversion to (x) Floating Rate Loans, if such request is made after consultation with respect to Eurocurrency Rate Loans denominated in Dollars, or (y) Loans bearing interest based upon the CompanyAlternative Rate consistent with Section 4.1(a), and if such request is made with respect to Eurocurrency Rate Loans denominated in non-Dollar currencies. During any Benchmark Unavailability Period, the Calculation Agent component of the Alternate Base Rate based upon the Eurocurrency Base Rate will not make be used in any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum determination of the applicable Benchmark Replacement and the spread specified on the face hereofAlternate Base Rate. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior with respect to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark for with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all purposes relating Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesRequired Lenders. (iib) In connection with the implementation and administration of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or by the Calculation Agent Lenders pursuant to the benchmark transition provisions set forth herein, this Section 2.20 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.20. (d) The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the relevant Holders continuation of, administration of, submission of, calculation of or any other party. matter related to the Benchmark, any component definition thereof or rates referred to in the definition thereof or any alternative, successor or replacement rate thereto (ivincluding any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) For will be similar to, or produce the avoidance same value or economic equivalence of, or have the same volume or liquidity as, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of doubt, after a any Benchmark Transition Event Replacement Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement Date have occurredReplacement) or any relevant adjustments thereto, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal in each case, in a manner adverse to the sum Loan Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the applicable Benchmark Replacement Loan Parties, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and the spread specified on the face hereofwhether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 213(c). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark Benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; (2) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; (3) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary herein or in this the Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Holders, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this the Subordinated Note Notes for the each Floating Rate Interest Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofplus 237.5 basis points. (v) The Company (or its Calculation Agent) shall notify the Trustee in writing (1) upon the occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (2) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (vi) The Trustee (including in its capacity as Paying Agent) shall have no (1) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination, selection or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (2) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure or inability to select a Benchmark Replacement, the Company’s or Calculation Agent’s failure or inability to calculate, or error or inaccuracy in calculating, a Benchmark, resignation or removal of the Calculation Agent, or any inability, delay, error or inaccuracy on the part of the Company or Calculation Agent in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance of such duties. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, with regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (vii) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. (viii) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes (as defined below) from time to time, and such changes shall become effective without consent from the relevant Holders Noteholders or any other party. (iii) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark under this Section 2(d). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: : (1) will be conclusive and binding absent manifest error; ; (2) if made by the CompanyCompany as the Calculation Agent, will be made in the Company’s sole discretion; ; (3) if made by the Calculation Agent, if the Calculation Agent is other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Noteholders or any other party. (iv) If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. A-6 (v) For the avoidance of doubtdoubt and subject to the last sentence of Section 2(a)(i), after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofplus 513 basis points. (vvi) As used in this Subordinated Note:: (1) “Benchmark” means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement. (2) “Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date: a. The sum of: (i) Compounded SOFR and (ii) the Benchmark Replacement Adjustment; b. the sum of: (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then- current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment; c. the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; and d. the sum of: (i) the alternate rate of interest that has been selected by the Calculation Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate securities at such time and (ii) the Benchmark Replacement Adjustment. (3) “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date: a. the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; A-7

Effect of Benchmark Transition Event. (i) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 P.M. on the date that is five (5) Business Days after the date on which the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders of each Class. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders of each Class have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment .. No replacement of the LIBO Rate with a Benchmark Replacement Date have occurred pursuant to this clause (i) shall occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (ii) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of: (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date; (ii) the implementation of any Benchmark Replacement; (iii) the effectiveness of any Benchmark Replacement Conforming Changes; and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision decision, or election that may be made by the Company Administrative Agent or by the Calculation Agent Lenders pursuant to the benchmark transition provisions set forth hereinthis Section 2 .14(c), including any determination with respect to a tenor, rate or adjustment adjustment, or of the occurrence or non-occurrence of an event, circumstance circumstance, or date, and any decision to take take, or refrain from taking taking, any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will and may be made in the Company’s its or their, as applicable, sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Companyand, and the Calculation Agent will not make in any such determinationevent, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.14(c). (iv) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrower may revoke any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made, converted, or continued during any Benchmark Replacement Date have occurredUnavailability Period, interest payable on this Subordinated Note for and, failing that, the Floating Rate Period Borrower will be an annual rate equal deemed to have converted any such request into a request for a Borrowing of, or a conversion to, ABR Loans. During any Benchmark Unavailability Period, the sum component of Alternate Base Rate based upon the Adjusted LIBO Rate shall not be used in any determination of the applicable Benchmark Replacement and Alternate Base Rate for purposes of this Agreement or the spread specified on the face hereofother Loan Documents. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i1) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of Floating Rate Interest Period during the Benchmark (as defined below) on any dateFloating Rate Period, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant such Floating Rate Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) remaining Floating Rate Interest Periods. In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii2) Notwithstanding anything set forth in Section 2.05(b) above, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.05(f) will thereafter apply to all determinations of the Benchmark used to calculate the interest rate on the Notes for each Floating Rate Interest Period. (3) The Calculation Agent is expressly authorized to make certain determinations, decisions, and elections under the terms of the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark for the Floating Rate Period and under this Section 2.05(f). Any determination, decision decision, or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Notes, including any determination with respect to a tenor, rate rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance circumstance, or date, date and any decision to take or refrain from taking any action or any selection: selection (1A) will be conclusive and binding on the holders of the Notes, the Company (if the Company is not also the Calculation Agent) and the Trustee absent manifest error; , (2B) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3C) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision decision, or election to which the Company reasonably objects; and objects and (4D) notwithstanding anything to the contrary in this Subordinated Note or the Purchase AgreementIndenture, shall become effective without consent from the relevant Holders holders of the Notes or the Trustee or any other party. If the Calculation Agent fails to make any determination, decision, or election that it is required to make under the terms of the Notes, then the Company will make such determination, decision, or election on the same basis as described above. (iv4) For The Company (or the avoidance Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacement, Benchmark Replacement Adjustment or any Benchmark Replacement Conforming Changes after a Benchmark Transition Event. (5) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or the Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or the Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to rely conclusively on any determination made, and any instruction, notice, Officer’s Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. (6) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and interest payments during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. Furthermore, if the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurredoccurred with respect to the Three-Month Term SOFR at any time when any of the Notes are outstanding, then the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and interest payments during the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofmodified in accordance with this Section 2.05(f). (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (Chicago time) on the 5th Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (b) Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, solely with respect to Loans in U.S. Dollars, if a Term SOFR Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the Benchmark (as defined below) on any datethen-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder or under any Credit Document in respect of such determination on such date Benchmark setting and all determinations on all subsequent dates.Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided that, this clause (b) shall not be effective (iic) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreementany other Credit Document, shall any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyCredit Document. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, Administrative Agent and its related Lead Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth Business Day after Administrative Agent has posted such proposed amendment to all Lenders and Lead Borrower so long as Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement Date have occurred pursuant to this Section 3.09 will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (iiic) Administrative Agent will promptly notify Lead Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or by the Calculation Agent Lenders pursuant to the benchmark transition provisions set forth herein, this Section 3.09 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 3.09. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiiii) Any determinationNotwithstanding anything set forth in Section 2(a) above, decision or election that may be made by the Company or by if the Calculation Agent pursuant determines on or prior to the benchmark transition relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth herein, including any determination with respect in this Section 2(b) will thereafter apply to a tenor, rate or adjustment or all determinations of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by interest rate on the Company, will be made in Subordinated Notes during the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest payable rate on this the Subordinated Note Notes for each interest period during the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofplus 687.5 basis points. (viii) As used in this Subordinated Note:If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence ​ ​ ​ of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2(c). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; (2) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; (3) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary herein or in this Subordinated Note the Indenture or the Purchase Agreement, shall become effective without consent from the relevant Holders Holders, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this the Subordinated Note Notes for the each Floating Rate Interest Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofplus 568 basis points. (v) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. (vi) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 213(c). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark Benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; (2) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; (3) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary herein or in this the Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Holders, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this the Subordinated Note Notes for the each Floating Rate Interest Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofplus 412.6 basis points. (v) The Company (or its Calculation Agent) shall notify the Trustee in writing (1) upon the occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (2) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (vi) The Trustee (including in its capacity as Paying Agent) shall have no (1) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination, selection or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (2) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure or inability to select a Benchmark Replacement, the Company’s or Calculation Agent’s failure or inability to calculate, or error or inaccuracy in calculating, a Benchmark, resignation or removal of the Calculation Agent, or any inability, delay, error or inaccuracy on the part of the Company or Calculation Agent in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance of such duties. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, with regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (vii) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. (viii) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and its related the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. on the fifth (5th) Banking Day after the Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Agent has not received, by such time, written notice of objection to such amendment from the Lenders comprising the Majority Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement Date have occurred pursuant to this Section 2.10 will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (c) The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Agent or by the Calculation Agent Lenders pursuant to the benchmark transition provisions set forth hereinthis Section 2.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 2.10." (ivd) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum Section 8.1(c) of the applicable Benchmark Replacement Credit Agreement is deleted in its entirety and replaced with the spread specified on the face hereof. (v) As used in this Subordinated Notefollowing:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary contained in this Agreement or any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Required Lenders and its related the Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement; provided that any such Benchmark Replacement Date shall be administratively feasible for the Administrative Agent, and provided further the Administrative Agent shall not be bound to follow or agree to any amendment or supplement to this Agreement (including, without limitation, any Benchmark Replacement Conforming Changes) that would increase or materially change or affect the duties, obligations or liabilities of the Administrative Agent (including without limitation the imposition or expansion of discretionary authority), or reduce, eliminate, limit or otherwise change any right, privilege or protection of the Administrative Agent, or would otherwise materially and adversely affect the Administrative Agent, in each case in its reasonable judgment, without its express written consent (such consent not to be unreasonably withheld). Subject to the foregoing, following delivery by the Required Lenders of any such amendment with respect to a Benchmark Transition Event to the Administrative Agent, such amendment will become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have occurred delivered such amendment to the Administrative Agent together with written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 1.10 will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Required Lenders will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement; provided that the Administrative Agent shall not be bound to follow or agree to any amendment or supplement to this Agreement (including, without limitation, any Benchmark Replacement Conforming Changes) that would increase or materially change or affect the duties, obligations or liabilities of the Administrative Agent (including without limitation the imposition or expansion of discretionary authority), or reduce, eliminate, limit or otherwise change any right, privilege or protection of the Administrative Agent, or would otherwise materially and adversely affect the Administrative Agent, in each case in its reasonable judgment, without its express written consent (such consent not to be unreasonably withheld). (c) The Required Lenders will promptly notify the Borrower, the Administrative Agent and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company or by the Calculation Agent Required Lenders pursuant to the benchmark transition provisions set forth hereinthis Section 1.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 1.10. In the relevant Holders event that LIBOR or applicable Benchmark is not available on any determination date, then unless the Administrative Agent is notified of a replacement benchmark in accordance with the provisions of this Agreement at least five business days prior to any Interest Payment Date, the Administrative Agent shall use the interest rate in effect for the immediately prior Interest Period. (d) Upon the Borrower’s receipt of notice from the Required Lenders of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for, conversion to or continuation of Eurodollar Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the component of the Base Rate based upon LIBOR will not be used in any determination of the Base Rate. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its matter related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto or the effect of any of the applicable Benchmark Replacement and the spread specified on the face hereofforegoing. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of regarding any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of regarding such determination on such date and all determinations on all subsequent dates. (iib) In connection with the implementation of a Benchmark Replacement, the Company will have have, from time to time, the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other partyChanges. (iiic) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1i) will be conclusive and binding absent manifest error; (2ii) if made by the Company, will be made in the Company’s sole discretion; (3iii) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4iv) notwithstanding anything to the contrary in this Subordinated Note Note, the Indenture or the Purchase AgreementAgreements, shall become effective without consent from the relevant Holders or any other party. (ivd) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Interest Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofherein. (ve) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent Company determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-then current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Rate Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (43) notwithstanding anything to the contrary in this Subordinated Note or the Purchase AgreementAgreement (as defined below), shall become effective without consent from the holders of the relevant Holders Subordinated Notes or any other party. (iv) . For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Interest Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. If a substitute or successor rate has been determined in accordance with the terms of this Subordinated Note, the Company in its sole discretion may determine what business day convention to use, the definition of Business Day, the Floating Interest Determination Date to be used and any other relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate comparable to the LIBOR base rate, in a manner that is consistent with industry-accepted practices for such substitute or successor base rate. (viv) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i1) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii2) Notwithstanding anything set forth in Section 2.7(b) above, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.7(e) will thereafter apply to all determinations of the interest rate on the Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 419.5 basis points. (3) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2.7(e). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: selection (1A) will be conclusive and binding on the Holders of the Notes and the Trustee absent manifest error; , (2B) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3C) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and objects and (4D) notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase AgreementBase Indenture, shall become effective without consent from the relevant Holders of the Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Notes, then the Company will make such determination, decision or election on the same basis as described above. (iv4) For The Company (or its Calculation Agent) shall notify the avoidance Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Notes after a Benchmark Transition Event. (5) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event and its related or Benchmark Replacement Date have has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind and the Trustee (in any capacity under the Indenture or in connection with the Notes and/or the Securities) shall have no liability or responsibility for the action (or inaction) of the Calculation Agent, any calculation under the Indenture or in connection with the Notes and/or the Securities or any rate or other information used in connection with such calculation. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (6) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and the payment of interest during the Floating Rate Period will be an annual rate equal to the sum are inconsistent with any of the applicable Benchmark Replacement and Three-Month Term SOFR Conventions determined by the spread specified on Calculation Agent, then the face hereofrelevant Three-Month Term SOFR Conventions will apply. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiib) Notwithstanding anything set forth in Section 213, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 213(6) will thereafter apply to all determinations of the interest rate on the Subordinated Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Subordinated Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 513 basis points. (c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 213(6). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: selection (1i) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; , (2ii) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3iii) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and objects and (4iv) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreementherein, shall become effective without consent from the relevant Holders of the Subordinated Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (ivd) For The Company (or its Calculation Agent) shall notify the avoidance Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (e) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three‑Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event and its related or Benchmark Replacement Date have has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will be an annual rate equal apply. Section 214 CUSIP Numbers. The Company may issue the Subordinated Notes with one or more “CUSIP” numbers (if then generally in use). The Company will promptly notify the Trustee of any change in the CUSIP numbers. The Trustee may use “CUSIP” numbers in notices (including but not limited to notices of redemption or exchange) as a convenience to Holders; provided that any such notice may state that no representation is made as to the sum correctness of the applicable Benchmark Replacement and the spread specified such numbers either as printed on the face hereofSubordinated Notes or as contained in any notice (including any notice of redemption or exchange) and that reliance may be placed only on the other identification numbers printed on the Subordinated Notes, and any such notice will not be affected by any defect in or omission of such numbers. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders Noteholders (as defined below) or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders Noteholders (as defined below) or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofplus 302 basis points. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Rate Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iiib) Notwithstanding anything set forth in clause (2) of Section 2.13 above, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in clause (6) of this Section 2.13 will thereafter apply to all determinations of the interest rate on the Subordinated Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Subordinated Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 456.0 basis points. (c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under clause (6) of this Section 2.13. Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: selection (1A) will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error; , (2B) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3C) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and objects and (4D) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreementherein, shall become effective without consent from the relevant Holders of the Subordinated Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above. (ivd) For The Company (or its Calculation Agent) shall notify the avoidance Trustee in writing (i) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event. (e) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event and its related or Benchmark Replacement Date have has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, with regard to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest payable on this Subordinated Note for rate and the payment of interest during the Floating Rate Period will be an annual rate equal to the sum are inconsistent with any of the applicable Benchmark Replacement and Three-Month Term SOFR Conventions determined by the spread specified on Calculation Agent, then the face hereofrelevant Three-Month Term SOFR Conventions will apply. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (a) If at least two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing: (i) If the Calculation Administrative Agent determines shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate (including, without limitation, because LIBOR is not available or published on a current basis) for such Interest Period, provided that a no Benchmark Transition Event and its related Benchmark Replacement Date or Early Opt-In Election shall have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any dateat such time or for such Interest Period, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates.or (ii) In connection with the implementation Administrative Agent shall have received notice from the Required Lenders that the Adjusted Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of a Benchmark Replacementmaking, funding or maintaining their Eurodollar Loans for such Interest Period, then the Company will have Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the right Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to make Benchmark Replacement Conforming Changes from time Eurodollar Revolving Loans or to timecontinue or convert outstanding Loans as or into Eurodollar Loans shall be suspended, (ii) all such affected Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may the Adjusted Eurodollar Rate component in determining the Alternate Base Rate shall be made by suspended. Unless the Company or by Borrower notifies the Calculation Administrative Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: at least one (1) will be conclusive and binding absent manifest error; (2) if made by Business Day before the Companydate of any Eurodollar Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow, will continue or convert to a Eurodollar Borrowing on such date, then such Revolving Borrowing shall be made in the Company’s sole discretion; (3) if made by the Calculation Agentas, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision continued as or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyconverted into a Base Rate Borrowing. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any Other Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and its related the Borrowing Agent may amend this Agreement to replace LIBOR Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent has posted such proposed amendment to all Lenders and the Borrowing Agent so long as the Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR Rate with a Benchmark Replacement Date have occurred pursuant to this Section titled “Effect of Benchmark Transition Event” will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any Other Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (c) The Agent will promptly notify the Borrowing Agent and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Agent or by the Calculation Agent Lenders pursuant to the benchmark transition provisions set forth herein, this Section titled “Effect of Benchmark Transition Event,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section titled “Effect of Benchmark Transition Event.” (d) Upon the Borrowing Agent’s receipt of notice of the commencement of a Benchmark Unavailability Period, the applicable Borrower may revoke any request for a borrowing of Advances in LIBOR Rate, conversion to or continuation of LIBOR Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Domestic Rate Loans. During any Benchmark Unavailability Period, the component of Alternate Base Rate based upon LIBOR Rate will not be used in any determination of Alternate Base Rate. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (ve) As used in this Subordinated NoteSection titled “Effect of Benchmark Transition Event”:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, Administrative Agent and its related Lead Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth Business Day after Administrative Agent has posted such proposed amendment to all Lenders and Lead Borrower so long as Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement Date have occurred pursuant to this Section 3.09 will occur prior to the Reference Time (as defined below) in respect of any determination of the applicable Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTransition Start Date. (iib) In connection with the implementation of a Benchmark Replacement, the Company Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders or of any other partyparty to this Agreement. (iiic) Administrative Agent will promptly notify Lead Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or by the Calculation Agent Lenders pursuant to the benchmark transition provisions set forth herein, this Section 3.09 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) action, will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, discretion and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyparty hereto, except, in each case, as expressly required pursuant to this Section 3.09. (ivd) For Upon Lead Borrower’s receipt of notice of the avoidance commencement of doubt, after a Benchmark Transition Event and its related Unavailability Period, Lead Borrower may revoke any request for a LIBOR Borrowing of, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Replacement Date have occurredUnavailability Period and, interest payable on this Subordinated Note for the Floating Rate Period failing that, Lead Borrower will be an annual rate equal deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the sum component of Base Rate based upon LIBOR will not be used in any determination of the applicable Benchmark Replacement and the spread specified on the face hereofBase Rate. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the CompanyCompany as the Calculation Agent, will be made in the Company’s sole discretion; (3) if made by the Calculation AgentAgent (other than the Company), will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note Note, the Indenture, or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on in the face hereoffirst paragraph of this Section 2. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting 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 (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Chicago time) on the 5th Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (b) 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 Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the Benchmark (as defined below) on any datethen-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder or under any Loan Document in respect of such determination on such date Benchmark setting and all determinations on all subsequent datesBenchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (b) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. (iic) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyLoan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, Term SOFR Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent (together with the Borrowers, if applicable) or, if applicable, any Lender (or by the Calculation Agent group of Lenders) pursuant to the benchmark transition provisions set forth hereinthis Section 3.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its or their sole discretion;discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.10. (3e) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding Notwithstanding anything to the contrary herein or in this Subordinated Note any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the Purchase AgreementEurodollar Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, shall become effective without consent from then the relevant Holders Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or any other partyafter such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (ivf) For Upon the avoidance Borrower’s receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Replacement Date Unavailability Period and, failing that, the Borrower will be deemed to have occurred, interest payable on this Subordinated Note converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the Floating then-current Benchmark is not an Available Tenor, the component of Base Rate Period based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:any determination of Base Rate.

Effect of Benchmark Transition Event. (i) If the Calculation Agent Company (or its designee, which may be an independent financial advisor, or such other designee of the Company (any of such entities, a “Designee”)) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) . For the avoidance of doubt, in no event shall the Trustee, the Paying Agent or the Calculation Agent be the designee. In connection with the implementation of a Benchmark Replacement, the Company (or its Designee) will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any other party. (iii) . Any determination, decision or election that may be made by the Company (or by the Calculation Agent its Designee) pursuant to the benchmark transition provisions set forth herein, this Section titled “Effect of Benchmark Transition Event,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s (or its Designee’s) sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Companyand, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreementdocumentation relating to the Notes, shall become effective without consent from the relevant Holders holders of the Notes or any other party. (iv) For . In no event shall the avoidance Calculation Agent be responsible for determining any substitute for LIBOR or other Benchmark Replacement or any adjustments to any Benchmark Replacement or spread thereon, the business day convention, interest determination dates or any other relevant methodology for calculating any such substitute or Benchmark Replacement. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by us or our Designee and, further, none of doubtthe trustee, after the paying agent or the Calculation Agent will have any liability for any determination made by or on behalf of the Company or its Designee in connection with a Benchmark Transition Event and its related or a Benchmark Replacement Date have occurred, interest payable on this Subordinated Note or for such actions taken at the Floating Rate Period will be an annual rate equal to the sum direction of the applicable Benchmark Replacement and the spread specified on the face hereofCompany or its Designee. (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (ia) If the Calculation Agent determines that After a Benchmark Transition Event and its related Benchmark Replacement Date have has occurred prior with respect to the Reference Time then-current Benchmark, such Benchmark and the related Benchmark Replacement Date for such Benchmark shall be replaced with the applicable Benchmark Replacement and Benchmark Determination Date, as determined by the Class A Lender in accordance with the applicable definitions, and the Class A Lender shall provide written notice of such determinations to the Issuer, the Servicer, the Trustee, the Note Administrator, the Collateral Agent, the Calculation Agent (if different from the Collateral Agent), the Directing Holder and the Debtholders in advance of such Benchmark Replacement Date. Notwithstanding the occurrence of a Benchmark Transition Event, amounts payable on the Debt shall be determined with respect to the then-current Benchmark (which may be LIBOR as defined belowdetermined in accordance with methods specified in this Indenture) in respect of any determination until the occurrence of the related Benchmark Replacement Date. (as defined belowb) on any date, If the Benchmark Replacement will is any benchmark other than Term SOFR and the Class A Lender later determines that Term SOFR is able to be implemented, the Class A Lender shall provide written notice of such determination and any applicable Benchmark Replacement Conforming Changes for Term SOFR to the Issuer, the Servicer, the Trustee, the Note Administrator, the Collateral Agent, the Calculation Agent (if different from the Collateral Agent), the Directing Holder and the Debtholders, and upon receipt of such written notice, Term SOFR shall become the new Unadjusted Benchmark Replacement and shall, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the then-current Benchmark on the next Benchmark Determination Date for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent datesTerm SOFR. (iic) In connection with the implementation occurrence of a any Benchmark ReplacementTransition Event (or notice of the redetermination of the Benchmark Replacement to Term SOFR in accordance with clause (b) above) and its related Benchmark Replacement Date, the Company will have Class A Lender shall direct the right parties hereto to enter into a supplemental indenture and credit agreement to make such Benchmark Replacement Conforming Changes from Changes, if any, as Class A Lender (after consultation with the Directing Holder) determines may be necessary or desirable to administer, implement or adopt the applicable Benchmark or the Benchmark Replacement. From time to time, the Class A Lender may require the parties hereto to enter into a supplemental indenture and credit agreement to make such changes shall become effective without consent from additional Benchmark Replacement Conforming Changes, if any, as the relevant Holders Class A Lender (after consultation with the Directing Holder) determines may be necessary or any other partydesirable to administer, implement or adopt the applicable Benchmark or the Benchmark Replacement and related Benchmark Replacement Adjustment. (iiid) Any determination, decision implementation, adoption, decision, proposal or election that may be made by the Company or by the Calculation Agent Class A Lender pursuant to the benchmark transition provisions set forth hereinthis Section 2.15, with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment or Benchmark Replacement Conforming Changes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) will , may be made in the sole discretion of the Class A Lender and shall be conclusive and binding on the parties hereto and the Debtholders absent manifest error;, and may be relied upon by the Note Administrator, the Trustee, the Collateral Agent and the Calculation Agent without investigation. (2e) if made by The Class A Lender may (at the CompanyClass A Lender’s expense) assign to another entity (other than the Trustee, will be made in the Company’s sole discretion; (3) if made by Note Administrator, the Calculation Agent, will be made after consultation the Loan Agent and the Collateral Agent) any or all of the Class A Lender’s rights to make determinations with respect to the CompanyBenchmark Replacement, and but only so long as the Class A Lender has provided advance notice of such assignment to the Issuer, the Servicer, the Trustee, the Note Administrator, the Collateral Agent, the Calculation Agent (if different from the Collateral Agent), the Directing Holder and the Debtholders. Any out-of-pocket costs and expenses incurred by such assignee in discharging its obligations, and any indemnification amounts or liquidated damages payable to such assignee will not make any be payable as Issuer Administrative Expenses in accordance with the Priority of Payments. Any fees of such determination, decision or election to which assignee will be payable by the Company reasonably objects; andClass A Lender. (4f) notwithstanding Notwithstanding anything to the contrary in this Subordinated Note or the Purchase Indenture and Credit Agreement, shall become effective without consent from the relevant Holders Class A Lender may send any notices with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other partydetermination or selection made under this Section 2.15, by email (or other electronic communication). (ivg) For The Class A Lender shall not have any liability or responsibility (other than as set forth herein) for the avoidance of doubt, after a determination or selection with respect to any Benchmark Transition Event and its related Event, Benchmark Replacement Date have occurredDate, interest payable on Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other determination or selection made under this Subordinated Note Section 2.15 (including, without limitation, whether the conditions for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofsuch determination or selection have been satisfied). (v) As used in this Subordinated Note:

Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any dateFloating Rate Interest Payment Period, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant such Floating Rate Interest Payment Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) Floating Rate Interest Payment Periods. In connection with the implementation of a Benchmark Replacement, the Company Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time. (ii) Notwithstanding anything set forth in Section 2.6(b) above, and such changes shall become effective without consent from for the avoidance of doubt, if the Calculation Agent determines on or prior to the relevant Holders or any other partyReference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.6(e) will thereafter apply to all determinations of the interest rate on the Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Notes for each Floating Rate Interest Payment Period will be an annual rate equal to the Benchmark Replacement plus 568 basis points. (iii) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2.6(e). Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to under the benchmark transition provisions set forth hereinterms of the Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: : (1A) will be conclusive and binding on the Holders of the Notes, the Company (if the Company is not also the Calculation Agent) and the Trustee absent manifest error; , (2B) if made by the CompanyCompany as Calculation Agent, will be made in the Company’s sole discretion; , (3C) if made by a Calculation Agent other than the Calculation AgentCompany, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and , and (4D) notwithstanding anything to the contrary in this Subordinated Note the Base Indenture or the Purchase Agreementherein, shall become effective without consent from the relevant Holders of the Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Notes, then the Company will make such determination, decision or election on the same basis as described above. (iv) For The Company or the avoidance Calculation Agent shall notify the Trustee in writing (A) upon the occurrence of doubtthe Benchmark Transition Event or the Benchmark Replacement Date, and (B) of any Benchmark Replacements and Benchmark Replacement Conforming Changes after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofEvent. (v) As used The Trustee shall be entitled to rely conclusively on all notices from the Company or the Calculation Agent regarding any Benchmark or Benchmark Replacement, including without limitation, in this Subordinated Note:regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to rely conclusively on any determination made, and any instruction, notice or Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee (including in its capacity as Paying Agent) shall have no liability relating to any delay caused by the Calculation Agent’s failure to timely or appropriately determine the rate of interest borne by the Notes. (vi) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.

Effect of Benchmark Transition Event. (ia) If [Reserved]. (b) Notwithstanding anything to the Calculation Agent determines that contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination setting of the then-current Benchmark, then, (x) if a Benchmark Replacement is determined in accordance with clause (as defined below1) on any dateof the definition of "Benchmark Replacement" for such Benchmark Replacement Date, the such Benchmark Replacement will replace the then-current such Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period hereunder and under any Credit Document in respect of such determination Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such date Benchmark Replacement is provided to the Borrower and all determinations on all subsequent datesthe Lenders without any amendment to this Agreement or any other Credit Document, or further action or consent of any other party to, this Agreement or any other Credit Document. (iic) In connection with the implementation of a Benchmark Replacement, the Company Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to timetime and, and notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such changes shall Benchmark Replacement Conforming Changes will become effective without any further action or consent from the relevant Holders of any other party to this Agreement or any other partyCredit Document. (d) The Administrative Agent (acting at the written direction of the Required Lenders) will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Company Administrative Agent or by the Calculation Agent Required Lenders LEGAL 4873-0998-8490v4881-9719-6460v.143 pursuant to the benchmark transition provisions set forth hereinthis Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, date and any decision to take or refrain from taking any action or any selection: (1) , will be conclusive and binding absent manifest error; (2) if made by the Company, will error and may be made in the Company’s its sole discretion;discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.12. (3e) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding Notwithstanding anything to the contrary herein or in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other partyCredit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent (acting at the written direction of the Required Lenders) may modify the interest period formulation for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (acting at the written direction of the Required Lenders) may modify the interest period formulation for all Benchmark settings at or after such time to reinstate such previously removed tenor. (ivf) For Upon the avoidance Borrower's receipt of doubt, after notice of the commencement of a Benchmark Transition Event and its related Benchmark Replacement Date have occurredUnavailability Period, interest payable on this Subordinated Note the Borrower may revoke any request for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereofa Loan. (vg) As used in this Subordinated NoteAgreement: