Example ContractsClausesAmendment to Definition of Eurodollar Base Rate
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Amendment to Definition of Eurodollar Base Rate. The definition ofEurodollar Base Rate” set forth in [Section 1.1] of the Credit Agreement is hereby amended by adding the following proviso to the end thereof:

If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that # the circumstances set forth in [clause (a)](i) have arisen and such circumstances are unlikely to be temporary or # the applicable supervisor or administrator of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available or used for determining interest rates for loans (such specific date, the “LIBOR Scheduled Unavailability Date”), then the Administrative Agent and the Borrowers shall endeavor to select an alternate benchmark interest rate (including any credit spread or other adjustments to such alternate benchmark (if any) incorporated therein) to replace the Eurodollar Rate for purposes of this Agreement (such rate, the “Eurodollar Successor Rate”).

Eurodollar Rate Loans. If such Loan is a Eurodollar Rate Loan, a rate per annum for each Interest Period for such Loan equal to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin for Eurodollar Rate Loans as in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on the day which occurs every three months after the first day of such Interest Period, and on the date such Eurodollar Rate Loan shall be Continued, Converted or paid in full.

Eurodollar Rate Loans. Notwithstanding any other provision of this Agreement, # the may only select Eurodollar Rate Loans in an aggregate amount of or an integral multiple of in excess thereof and # there shall not at any time be more than five Borrowings having different Interest Periods.

Eurodollar Rate Advances. If such Advance is a Eurodollar Rate Advance, a rate per annum equal during the Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the per annum rate equal from time to time to the Credit Default Swap Spread, but not less than the Credit Default Rate Floor, nor more than the Credit Default Rate Cap, as set forth below opposite the higher of the ratings then applicable to the ’s long-term senior unsecured debt as published by S&P and Moody’s:

LIBOR”: as defined in the definition ofEurodollar Base Rate.”

Eurodollar Successor Rate Conforming Changes” means, with respect to any proposed Eurodollar Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative and yield protection matters as may be appropriate, in the discretion of the Administrative Agent and the Borrowers, to reflect the implementation of such Eurodollar Successor Rate and to permit the administration thereof 885707.04-LACSR02A - MSW

Notwithstanding anything to the contrary contained in the Loan Agreement or the other Financing Agreements, # effective as of the Amendment No. 6 Effective Date, the commitment of each Lender to make Eurodollar Rate Loans (as defined in the Existing Loan Agreement as in effect immediately prior to the Amendment No. 6 Effective Date), continue Eurodollar Rate Loans as such, or convert Base Rate Loans to Eurodollar Rate Loans shall be cancelled, and # any outstanding Eurodollar Rate Loans shall automatically be converted to SOFR Rate Loans as of the Amendment No. 6 Effective Date (without the requirement to pay any breakage or similar fees with respect to such conversions).

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar RateSOFR or Term SOFR, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank marketSOFR or Term SOFR, then, onupon notice thereof by such Lender to the Partnership (through the Administrative Agent), (ia) any obligation of such Lenderthe Lenders to make or maintain SOFR Loans, and any right of the Borrowers to continue Eurodollar RateSOFR Loans or to convert Base RateABR Loans to Eurodollar RateSOFR Loans, shall be suspended, and (iib) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which isABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, [clause (c)] of the definition ofAlternate Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrowers shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans to ABR Loans (the interest rate on which Base RateABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Partnership that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), eitherclause # of the definition ofAlternate Base Rate”), on the last day of the Interest Period therefor, if such Lenderall affected Lenders may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if suchany Lender may not lawfully continue to maintain such Eurodollar Rate Loans to such day, and (yii) if such notice asserts thenecessary to avoid such illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereofclause # of the definition ofAlternate Base Rate” in each case until the Administrative Agent is advised in writing by sucheach affected Lender that it is no longer illegal for 885707.04-LACSR02A - MSW

Eurodollar Screen Rate” has the meaning given to such term in the definition ofEurodollar Rate”.

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