ISDA Definitions means the 2006 ISDA Definitions published by the
International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
ISDA Fallback Adjustment means the spread adjustment (which may be a positive or negative value or zero) that would
apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
ISDA Fallback Rate means the rate that would apply for derivatives transactions referencing the ISDA Definitions to
be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
Reference Time with respect to any determination of the Benchmark means (1) if the Benchmark is three-month USD
LIBOR, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such determination, and (2) if the Benchmark is not three-month USD LIBOR, the time determined by the Partnership (or its Designee) in accordance
with the Benchmark Replacement Conforming Changes.
Relevant Governmental Body means the Federal Reserve Board
and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
SOFR with respect to any day means the secured overnight financing rate published for such day by the Federal
Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New Yorks Website.
Term SOFR means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been
selected or recommended by the Relevant Governmental Body.
Unadjusted Benchmark Replacement means the Benchmark
Replacement excluding the Benchmark Replacement Adjustment.
All percentages resulting from any of the above calculations will be rounded,
if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 8.986865% (or 0.08986865) being rounded to 8.98687% (or
0.0898687)) and all U.S. dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).