AUTHORITY HAS ASSERTED THAT
IT IS UNLAWFUL, FOR SUCH LENDER OR ITS APPLICABLE LENDING OFFICE TO MAKE,
MAINTAIN OR FUND LOANS WHOSE INTEREST IS DETERMINED BY REFERENCE TO SUCH
ALTERNATIVE RATE OF INTEREST OR TO DETERMINE OR CHARGE INTEREST RATES BASED UPON
SUCH RATE OR ANY GOVERNMENTAL AUTHORITY HAS IMPOSED MATERIAL RESTRICTIONS ON THE
AUTHORITY OF SUCH LENDER TO DO ANY OF THE FOREGOING AND PROVIDES THE
ADMINISTRATIVE AGENT AND THE BORROWER WRITTEN NOTICE THEREOF.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENTS, BUT WITHOUT LIMITING SECTIONS 2.11(A) AND (B)
ABOVE, IF THE ADMINISTRATIVE AGENT DETERMINES (WHICH DETERMINATION SHALL BE
CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO ABSENT MANIFEST ERROR), OR THE
BORROWER OR REQUIRED LENDERS NOTIFY THE ADMINISTRATIVE AGENT (WITH, IN THE CASE
OF THE REQUIRED LENDERS, A COPY TO THE BORROWER) THAT THE BORROWER OR REQUIRED
LENDERS (AS APPLICABLE) HAVE DETERMINED (WHICH DETERMINATION LIKEWISE SHALL BE
CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO ABSENT MANIFEST ERROR), THAT:
(I)
ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING
LIBOR FOR ANY REQUESTED INTEREST PERIOD, INCLUDING, WITHOUT LIMITATION, BECAUSE
THE LIBOR SCREEN RATE IS NOT AVAILABLE OR PUBLISHED ON A CURRENT BASIS AND SUCH
CIRCUMSTANCES ARE UNLIKELY TO BE TEMPORARY; OR
(II)
THE ADMINISTRATOR OF THE LIBOR SCREEN RATE OR A GOVERNMENTAL
AUTHORITY HAVING OR PURPORTING TO HAVE JURISDICTION OVER THE ADMINISTRATIVE
AGENT HAS MADE A PUBLIC STATEMENT IDENTIFYING A SPECIFIC DATE AFTER WHICH LIBOR
OR THE LIBOR SCREEN RATE SHALL NO LONGER BE MADE AVAILABLE, OR USED FOR
DETERMINING THE INTEREST RATE OF LOANS, PROVIDED THAT, AT THE TIME OF SUCH
STATEMENT, THERE IS NO SUCCESSOR ADMINISTRATOR THAT IS SATISFACTORY TO THE
ADMINISTRATIVE AGENT, THAT WILL CONTINUE TO PROVIDE LIBOR AFTER SUCH SPECIFIC
DATE (SUCH SPECIFIC DATE, THE "SCHEDULED UNAVAILABILITY DATE"); OR
(III)
SYNDICATED LOANS CURRENTLY BEING EXECUTED, OR THAT INCLUDE
LANGUAGE SIMILAR TO THAT CONTAINED IN THIS SECTION 2.11, ARE BEING EXECUTED OR
AMENDED (AS APPLICABLE) TO INCORPORATE OR ADOPT A NEW BENCHMARK INTEREST RATE TO
REPLACE LIBOR;
then, reasonably promptly after such determination by the Administrative Agent
or receipt by the Administrative Agent of such notice, as applicable, the
Administrative Agent and the Borrower may amend this Agreement solely for
purpose of replacing LIBOR in accordance with this Section 2.11 with (x) one or
more SOFR-Based Rates or (y) another alternate benchmark rate giving due
consideration to any evolving or then existing convention for similar Dollar
denominated syndicated credit facilities for such alternative benchmarks and, in
each case, including any mathematical or other adjustments to such benchmark
giving due consideration to any evolving or then existing convention for similar
Dollar denominated syndicated credit facilities for such benchmarks which
adjustment or method for calculating such adjustment shall be published on an
information service as selected by the Administrative Agent from time to time in
its reasonable discretion and may be periodically updated
(the "Adjustment";
and any such proposed rate, a "LIBOR Successor Rate"), and any such amendment
shall become effective at 5:00