if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the
Partnership (or its Designee) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted
Benchmark Replacement for U.S. dollar denominated floating rate notes at such time.
Conforming Changes means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of Interest Period, timing and frequency of determining rates
and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Partnership (or its Designee) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially
consistent with market practice (or, if the Partnership (or its Designee) decides that adoption of any portion of such market practice is not administratively feasible or if the Partnership (or its Designee) determines that no market practice for
use of the Benchmark Replacement exists, in such other manner as the Partnership (or its Designee) determines is reasonably necessary). No such change shall affect the Trustees or the Calculation Agents own rights, duties or immunities
under the Indenture, the Calculation Agency Agreement or otherwise without their consent.
Date means the earliest to occur of the following events with respect to the then-current Benchmark:
in the case of clause (1) or (2) of the definition of Benchmark Transition Event, the later of
(a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
in the case of clause (3) of the definition of Benchmark Transition Event, the date of the
public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise
to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
Benchmark Transition Event means the occurrence of one or more of the following events with respect to the
a public statement or publication of information by or on behalf of the administrator of the Benchmark
announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide