150,000,000 SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENT Dated as of December 16, 2020 by and among AIMCO OP L.P., as a Borrower, THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO, APARTMENT INVESTMENT AND MANAGEMENT COMPANY, as REIT Guarantor, ...

Exhibit 10.1

Execution Version

		Published CUSIP Number:		00901EAA7
		Revolving Credit CUSIP Number:		00901EAB5

$150,000,000 SECURED REVOLVING CREDIT FACILITY

CREDIT AGREEMENT

Dated as of December 16, 2020

by and among

AIMCO OP L.P.,

as a Borrower,

THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY,

as REIT Guarantor,

THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Swingline Loan Lender and Issuing Lender

PNC CAPITAL MARKETS LLC, BANK OF THE WEST AND

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arranger and Joint Bookrunners

TABLE OF CONTENTS

					Page
ARTICLE 1 CERTAIN DEFINITIONS					1
1.1		Certain Definitions			1
1.2		Construction			42
1.3		Accounting Principles; Changes in GAAP			42
1.4		LIBOR Notification			43
ARTICLE 2 REVOLVING CREDIT AND SWINGLINE LOAN FACILITIES					43
2.1		Revolving Credit Commitments			43
2.2		Nature of Lenders’ Obligations with Respect to Revolving Credit Loans			44
2.3		Unused Fees			44
2.4		Termination or Reduction of Revolving Credit Commitments			44
2.5		Revolving Credit Loan Requests; Conversions and Renewals; Swingline Loan Requests			45
2.6		Making Revolving Credit Loans and Swingline Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swingline Loans			46
2.7		Notes			48
2.8		Letter of Credit Subfacility			48
2.9		Defaulting Lenders			56
2.10		Maturity Extensions			58
2.11		Incremental Revolving Credit Commitments			59
ARTICLE 3 [INTENTIONALLY OMITTED					62
ARTICLE 4 INTEREST RATES					62
4.1		Interest Rate Options			62
4.2		Interest Periods			63
4.3		Interest after Default			63
4.4		LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available; LIBOR Undesirable			63
4.5		Selection of Interest Rate Options			67
ARTICLE 5 PAYMENTS; TAXES; YIELD MAINTENANCE					67
5.1		Payments			67
5.2		Voluntary Prepayments			67

-i-

TABLE OF CONTENTS

(continued)

					Page
5.3		Mandatory Prepayment			68
5.4		Pro Rata Treatment of Lenders			68
5.5		Sharing of Payments by Lenders			69
5.6		Administrative Agent’s Clawback			69
5.7		Interest Payment Dates			70
5.8		Increased Costs			70
5.9		Taxes			72
5.10		Indemnity			76
5.11		Settlement Date Procedures			77
5.12		Cash Collateral			77
5.13		Replacement of a Lender			78
5.14		Designation of a Different Lending Office			79
ARTICLE 6 REPRESENTATIONS AND WARRANTIES					79
6.1		Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default			79
6.2		Borrowers; Subsidiaries and Owners; Investment Companies			80
6.3		Validity and Binding Effect			80
6.4		No Conflict; Material Agreements; Consents			80
6.5		Litigation			81
6.6		Financial Statements			81
6.7		Margin Stock			82
6.8		Full Disclosure			82
6.9		Taxes			82
6.10		Patents, Trademarks, Copyrights, Licenses, Etc			83
6.11		Liens in the Collateral			83
6.12		Insurance			83
6.13		ERISA Compliance			83
6.14		Environmental Matters			84
6.15		Solvency			85
6.16		Sanctions and other Anti-Terrorism Laws			85

TABLE OF CONTENTS

(continued)

					Page
6.17		Anti-Corruption Laws			85
6.18		Certificate of Beneficial Ownership			86
ARTICLE 7 CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT					86
7.1		Initial Loans and Letters of Credit			86
7.2		Each Loan or Letter of Credit			88
ARTICLE 8 AFFIRMATIVE COVENANTS					89
8.1		Preservation of Existence, Etc			89
8.2		Payment of Liabilities, Including Taxes, Etc			89
8.3		Maintenance of Insurance			89
8.4		Maintenance of Properties and Leases			91
8.5		Inspection Rights			91
8.6		Keeping of Records and Books of Account			91
8.7		Compliance with Laws; Use of Proceeds			91
8.8		Further Assurances			92
8.9		Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws			92
8.10		Accounts and Banking Services			92
8.11		Keepwell			93
8.12		Reporting Requirements			93
8.13		Certificates; Notices; Additional Information			94
8.14		Certificate of Beneficial Ownership and Other Additional Information			96
ARTICLE 9 NEGATIVE COVENANTS					96
9.1		Indebtedness			96
9.2		Liens			96
9.3		Reserved			96
9.4		Dividends and Related Distributions			97
9.5		Liquidations, Mergers, Consolidations, Acquisitions			97
9.6		Reserved			97
9.7		Affiliate Transactions			97
9.8		Subsidiaries, Partnerships and Joint Ventures			97

TABLE OF CONTENTS

(continued)

					Page
9.9		Continuation of or Change in Business			97
9.10		Fiscal Year; Accounting			98
9.11		Changes to Material Documents			98
9.12		Reserved			98
9.13		Minimum Fixed Charge Coverage Ratio			98
9.14		Maximum Leverage Ratio			98
9.15		Reserved			98
9.16		Minimum Tangible Net Worth			98
9.17		Limitation on Negative Pledges and Restrictive Agreements			98
9.19		Reserved			99
9.20		Sanctions and other Anti-Terrorism Laws			99
9.21		Anti-Corruption Laws			99
ARTICLE 10 COLLATERAL POOL MATTERS					99
10.1		Collateral Pool Representations			99
10.2		Material Contracts			101
10.3		Appraisals			101
10.4		Collateral Pool Covenants			102
ARTICLE 11 DEFAULT					104
11.1		Events of Default			104
11.2		Consequences of Event of Default			106
11.3		Application of Proceeds			108
ARTICLE 12 THE ADMINISTRATIVE AGENT					109
12.1		Appointment and Authority			109
12.2		Rights as a Lender			110
12.3		Exculpatory Provisions			110
12.4		Reliance by Administrative Agent			111
12.5		Delegation of Duties			111
12.6		Resignation of Administrative Agent, Issuing Lender and Swingline Loan Lender			112
12.7		Non-Reliance on Administrative Agent and Other Lenders			113

TABLE OF CONTENTS

(continued)

					Page
12.8		No Other Duties, Etc			113
12.9		Administrative Agent’s Fee			113
12.10		Administrative Agent May File Proofs of Claim			114
12.11		Collateral and Guaranty Matters			114
12.12		No Reliance on Administrative Agent’s Customer Identification Program			115
12.13		Lender Provided Interest Rate Hedges			115
ARTICLE 13 MISCELLANEOUS					118
13.1		Modifications, Amendments or Waivers			118
13.2		No Implied Waivers; Cumulative Remedies			119
13.3		Expenses; Indemnity; Damage Waiver			120
13.4		Holidays			122
13.5		Notices; Effectiveness; Electronic Communication			122
13.6		Severability			124
13.7		Duration; Survival			125
13.8		Successors and Assigns			125
13.9		Confidentiality			129
13.10		Counterparts; Integration; Effectiveness; Electronic Execution			130
13.11		CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL			131
13.12		Acknowledgement and Consent to Bail-In of Affected Financial Institutions			134
13.13		USA PATRIOT Act Notice			135
13.14		Borrower Representative as Agent for Loan Parties			135
13.15		Joint and Several Obligations of Borrowers			136
13.16		Acknowledgement Regarding Any Supported QFCs			138

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1.1(A)		-		COMMITMENTS OF LENDERS
SCHEDULE 1.1(B)		-		PERMITTED LIENS
SCHEDULE 1.1(C)		-		COLLATERAL POOL PROPERTIES
SCHEDULE 1.1(D)		-		PLEDGED ACCOUNTS
SCHEDULE 6.2		-		SUBSIDIARIES AND INVESTMENTS
SCHEDULE 6.14		-		ENVIRONMENTAL DISCLOSURES
SCHEDULE 8.3		-		INSURANCE POLICY REQUIREMENTS
SCHEDULE 10.1		-		COLLATERAL POOL MATTERS
SCHEDULE 10.2		-		MATERIAL CONTRACTS
EXHIBITS
EXHIBIT A		-		ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT B		-		INTENTIONALLY OMITTED
EXHIBIT C		-		REVOLVING CREDIT NOTE
EXHIBIT D		-		SWINGLINE LOAN NOTE
EXHIBIT E		-		BORROWING BASE CERTIFICATE
EXHIBIT F				INTENTIONALLY OMITTED
EXHIBIT G		-		LOAN REQUEST
EXHIBIT H		-		SWINGLINE LOAN REQUEST
EXHIBIT I-1		-		U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT I-2		-		U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT I-3		-		U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT I-4		-		U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT J		-		COMPLIANCE CERTIFICATE

CREDIT AGREEMENT

THIS CREDIT AGREEMENT is dated as of December 16, 2020 and is made by and among AIMCO OP L.P., a Delaware limited partnership (the “OP Borrower”), the Collateral Pool Borrowers (as hereinafter defined) from time to time party hereto, Apartment Investment and Management Company, a Maryland corporation (the “REIT Guarantor”), the California Collateral Pool Guarantors (as hereinafter defined) from time to time party hereto, the Lenders (as hereinafter defined) from time to time party hereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined), Swingline Loan Lender (as hereinafter defined) and Issuing Lender (as hereinafter defined).

Reference is made to the Separation and Distribution Agreement, dated as of December 15, 2020 (the “Separation and Distribution Agreement”), by and among the REIT Guarantor, the OP Borrower, Apartment Income REIT Corp., a Maryland corporation (“AIR”), and AIMCO Properties, L.P., a Delaware limited partnership (“AIMCO Properties”) pursuant to which the parties thereto desire to effect the Restructuring and the Distribution (as such terms are defined therein) following which the REIT Guarantor and AIR will be two independent, publicly traded companies (the foregoing transactions, collectively, the “Spin-Off Transaction”).

The Borrower has requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount of $150,000,000.00, including therein a Swingline Loan (as hereinafter defined) sub-facility and a Letter of Credit (as hereinafter defined) sub-facility. In consideration of their mutual covenants and agreements hereinafter specified and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

1.1 Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

“Adjusted EBITDA” means, for any date of determination, an amount equal to (a) EBITDA for the most recent four fiscal quarter period (or, if four full fiscal quarters have not elapsed since the Closing Date, for the number of full fiscal quarters that have elapsed since the Closing Date on an annualized basis, adjusted for seasonality in a manner reasonably acceptable to the Administrative Agent) ending on or prior to the applicable date of determination for which financial statements are required to have been delivered pursuant to Section 8.12, minus (b) the Capital Expenditure Reserve plus (c) any AIR Lease Payment Adjustment plus (d) during the fiscal year ending December 31, 2021 only, the amount of any overhead expenses funded from the Start-Up Expense Reserve.

“Adjusted NOI” means, for any period, an amount equal to (a) Net Operating Income minus (b) the Capital Expenditure Reserve.

“Adjusted Tangible Net Worth” means, for any date of determination, an amount equal to (a) the Tangible Net Worth as of such date plus (b) accumulated depreciation of the Consolidated Group calculated in accordance with GAAP.

“Administrative Agent” means PNC Bank, National Association, in its capacity as administrative agent hereunder or any successor administrative agent.

“Administrative Agent’s Fee” means as is specified in Section 12.9 [Administrative Agent’s Fee].

“Administrative Agent’s Letter” means as is specified in Section 12.9 [Administrative Agent’s Fee].

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Property” means as is specified in Section 10.5(b) [Casualty and Condemnation Events].

“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Parties” means as is specified in Section 13.5(d)(ii).

“Agreement” means this Credit Agreement, as the same may be amended, supplemented, modified or restated from time to time, including all schedules and exhibits.

“AIMCO DevCo” means Aimco Development Company, LLC, a Delaware limited liability company, a Subsidiary of the OP Borrower.

“AIMCO Properties” means as is specified in the recitals to this Agreement.

“AIR” means as is specified in the recitals to this Agreement.

“AIR Leased Assets” means, collectively, any assets leased pursuant to an AIR Master Lease.

“AIR Lease Payments” means, for any period, all rent and additional rent, however defined in each AIR Master Lease, paid by the tenants under the AIR Master Leases.

“AIR Lease Payment Adjustment” means, for the four fiscal quarter period (or, if four full fiscal quarters have not elapsed since the Closing Date, for the number of full fiscal quarters that have elapsed since the Closing Date on an annualized basis, adjusted for seasonality in a manner reasonably acceptable to the Administrative Agent) ending on the applicable date of determination, the amount of AIR Lease Payments that (a) have been funded by funds previously reserved by the OP Borrower (including amounts in the AIR Lease Payment Reserve) or funded by a third-party lender from a loan reserve or holdback and (b) any accounting-related adjustments

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necessary to reflect AIR Lease Payments as lease expense and not interest expense or amortization for purposes of calculating EBITDA and Fixed Charges.

“AIR Lease Payment Reserve” means the cash reserves established from time to time to fund any portion of the AIR Lease Payments, which funds shall be held in an escrow account (the “AIR Lease Payment Reserve Account”) with the Administrative Agent and funded to make AIR Lease Payments at the OP Borrower’s request quarterly in amounts agreed by the OP Borrower and the Administrative Agent.

“AIR Master Lease” means any “Master Lease” under and as defined in the AIR Master Leasing Agreement, pursuant to which the applicable Affiliate of AIMCO DevCo, as tenant thereunder, will cause the development, redevelopment and/or lease-up of the subject leased property, as may be required and agreed upon by the parties thereunder.

“AIR Master Leasing Agreement” means the Master Leasing Agreement, dated as of December 15, 2020, by and between AIMCO Properties and AIMCO DevCo, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“AIR Note Agreement” means the Mezzanine Note Agreement, dated as of December 14, 2020, pursuant to which Aimco REIT Sub, LLC issued $534,127,075 aggregate principal amount of its 5.20% Secured Mezzanine Notes due January 31, 2024 in exchange for the equity interests in James-Oxford Limited Partnership, a Maryland limited partnership, in connection with the Spin-Off Transaction, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Alternate Source” means as is specified in the definition of LIBOR Rate.

“Annual Budgets and Business Plan” means the annual operating and capital budget for any Post-Foreclosure Entity, which budget must contain and set forth, among other items, budgeted minimum additional capital contributions of the members of such Post-Foreclosure Entity, a detailed business plan which sets forth the permissible activities of the Post-Foreclosure Entity, a schedule of projected operating cash flow (including itemized operating revenues, costs and expenses and a schedule of projected operating deficits, if any) and a description of any proposed capital expenditures, including projected sources of funds, dates for commencement and completion of the same.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other similar anti-corruption laws or regulations administered or enforced in any jurisdiction in which the REIT Guarantor or any of its Subsidiaries conduct business.

“Anti-Terrorism Law” means any applicable laws relating to terrorism, trade sanctions programs and embargoes (including all applicable sanctions administered or enforced from time to time by the U.S. government, including those administered by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority), import/export licensing or money laundering, all as amended, supplemented or replaced from time to time.

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“Applicable Laws” means as is specified in Section 10.1(c)(ii) [Collateral Pool Representations].

“Applicable Margin” means (a) with respect to Loans bearing interest at the Base Rate Option, 1.00% and (b) with respect to Loans bearing interest at the LIBOR Rate Option, 2.00%.

“Appraisal” means as is specified in the definition of “Collateral Pool Property Deliverables” in this Section 1.1 [Definitions].

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means, individually or collectively, PNC Capital Markets LLC, Bank of the West and JPMorgan Chase Bank, N.A.

“Assignment and Assumption Agreement” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.8 [Successors and Assigns]), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“Assignment of Property Management Agreement” means, with respect to any Collateral Pool Property, the Assignment of Property Management Agreement by the applicable Collateral Pool Loan Party and the applicable Property Manager in favor of the Administrative Agent, for the benefit of the Secured Parties, in form and substance reasonably acceptable to the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Authorized Officer” means, with respect to any Loan Party, the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Assistant Treasurer of such Loan Party, any manager or the members or general partner (as applicable) in the case of any Loan Party which is a limited liability company or limited partnership (as applicable), or such other individuals, designated by written notice to the Administrative Agent from the OP Borrower, authorized to execute notices, reports and other documents on behalf of such Loan Party required hereunder. The OP Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if the then current Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 4.4(d)(iv) [Unavailability of Tenor of Benchmark], or (b) if the then current Benchmark is not a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark pursuant to this Agreement as of such date. For the avoidance of doubt, the Available Tenor for the Daily LIBOR Rate is one month.

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“Bail-in Action” means the exercise of any Write-down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-in Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Base Rate” means, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) the Daily LIBOR Rate, plus 1.00%, so long as Daily LIBOR Rate is offered, ascertainable and not unlawful. Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Base Rate Option means the option of the OP Borrower to have Loans bear interest at the rate and under the terms specified in Section 4.1(a)(i) [Revolving Credit Base Rate Option].

“Benchmark” means, initially, USD LIBOR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, have occurred with respect to USD LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4.4(d)(i) [Benchmark Replacement].

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the OP Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

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provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided, further, that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement” shall revert to and shall be determined as set forth in clause (1) of this definition. If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than 0.25%, the Benchmark Replacement will be deemed to be 0.25% for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Available Tenor that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Available Tenor that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect t