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"Fallback Rate (SOFR) Screen" means the Bloomberg Screen corresponding to <br />the Bloomberg ticker for the fallback for U.S. Dollar LIBOR for a period of the <br />Designated Maturity accessed via the Bloomberg Screen <FBAK> <GO> Page (or, <br />if applicable, accessed via the Bloomberg Screen <HP> <GO>) or any other <br />published source designated by Bloomberg Index Services Limited (or a successor <br />provider as approved and/or appointed by ISDA from time to time). <br />"SOFR" means a rate per annum equal to the secured overnight financing rate <br />published by the Federal Reserve Bank of New York (or successor administrator <br />of the secured overnight financing rate) on the website of the Federal Reserve <br />Bank of New York currently at http://www.newyorkfed.org (or any successor <br />source for the secured overnight financing rate identified as such by the <br />administrator of the secured overnight financing rate from time to time). <br />"U.S. Dollar LIBOR" means the U.S. Dollar wholesale funding rate known as U.S. <br />Dollar LIBOR (London Interbank Offered Rate) provided by ICE Benchmark <br />Administration Limited, as the administrator of the benchmark, (or a successor <br />administrator). <br />In connection with the implementation and administration of the <br />replacement of any index or benchmark used for determining interest under this <br />instrument, Lender will have the right to make Benchmark Conforming Changes <br />from time to time and, notwithstanding anything to the contrary herein or in any <br />other loan document, any amendments implementing such Benchmark <br />Conforming Changes will become effective without any further action or consent <br />of any other party. Lender will promptly notify Borrower of the effectiveness of any <br />Benchmark Conforming Changes, and any determination, decision or election that <br />may be made by Lender under this Section will be conclusive and binding absent <br />manifest error and may be made in its sole discretion and without consent from <br />any other party. <br />(signature page to follow) <br />76979297v2 <br />