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SEC Filings

8-K
MPLX LP filed this Form 8-K on 09/09/2019
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“Reuters Page LIBOR01” means the display designated as “LIBOR01” on Reuters (or any successor service) (or such other page as may replace Page LIBOR01 on Reuters or any successor service).

Notwithstanding the foregoing paragraphs, if the Partnership, the Calculation Agent, a successor calculation agent, or a designee of the Partnership (any of such entities, a “Designee”) determines on or prior to the relevant Interest Determination Date that a Benchmark Transition Event and its related Benchmark Replacement Date (each, as defined below) have occurred with respect to USD LIBOR, then the provisions set forth below under “Effect of Benchmark Transition Event” will thereafter apply to all determinations of the rate of interest payable on this Security. In accordance with such provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the rate of interest that will be applicable for each interest period will be an annual rate equal to the sum of the Benchmark Replacement (as defined herein) and 1.100%.

However, if the Partnership or its Designee determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, but for any reason the Benchmark Replacement has not been determined as of the relevant Interest Determination Date, the interest rate for the applicable interest period for the Securities will be equal to the interest rate on the last Interest Determination Date for such Securities, as determined by the Partnership or its Designee.

Effect of Benchmark Transition Event

Benchmark Replacement. If the Partnership or its Designee determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to this Security in respect of such determination on such date and all determinations on all subsequent dates.

Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Partnership or its Designee will have the right to make Benchmark Replacement Conforming Changes from time to time.

Decisions and Determinations. Any determination, decision or election that may be made by the Partnership (or its Designee) pursuant to this Section titled “Effect of Benchmark Transition Event,” including any determination with respect to tenor, rate or adjustment or of the occurrence or nonoccurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on the Holders, the Trustee, the Paying Agent and the Calculation Agent, absent manifest error, will be made in the Partnership’s (or its Designee’s) sole discretion and, notwithstanding anything to the contrary in the documentation relating to this Security, shall become effective without consent from the holders of this Security or any other party. None of the Trustee, the Paying Agent or the Calculation Agent shall have any responsibility to determine whether any manifest error has occurred and may conclusively assume that no manifest error exists and shall suffer no liability in so assuming.

 

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