THE IMPLEMENTATION OF A BENCHMARK REPLACEMENT,
THE ADMINISTRATIVE AGENT WILL HAVE THE RIGHT TO MAKE BENCHMARK REPLACEMENT
CONFORMING CHANGES FROM TIME TO TIME AND, NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN OR IN ANY OTHER LOAN DOCUMENT, ANY AMENDMENTS IMPLEMENTING SUCH
BENCHMARK REPLACEMENT CONFORMING CHANGES WILL BECOME EFFECTIVE WITHOUT ANY
FURTHER ACTION OR CONSENT OF ANY OTHER PARTY TO THIS AGREEMENT.
(D)
THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY THE BORROWER
REPRESENTATIVE AND THE LENDERS OF (I) ANY OCCURRENCE OF A BENCHMARK TRANSITION
EVENT OR AN EARLY OPT-IN ELECTION, AS APPLICABLE, (II) THE IMPLEMENTATION OF ANY
BENCHMARK REPLACEMENT, (III) THE EFFECTIVENESS OF ANY BENCHMARK REPLACEMENT
CONFORMING CHANGES AND (IV) THE COMMENCEMENT OR CONCLUSION OF ANY BENCHMARK
UNAVAILABILITY PERIOD.
ANY DETERMINATION, DECISION OR ELECTION THAT MAY BE MADE
BY THE ADMINISTRATIVE AGENT OR LENDERS PURSUANT TO THIS SECTION 2.14, INCLUDING
ANY DETERMINATION WITH RESPECT TO A TENOR, RATE OR ADJUSTMENT OR OF THE
OCCURRENCE OR NON-OCCURRENCE OF AN EVENT, CIRCUMSTANCE OR DATE AND ANY DECISION
TO TAKE OR REFRAIN FROM TAKING ANY ACTION, WILL BE CONCLUSIVE AND BINDING ABSENT
MANIFEST ERROR AND MAY BE MADE IN ITS OR THEIR SOLE DISCRETION AND WITHOUT
CONSENT FROM ANY OTHER PARTY HERETO, EXCEPT, IN EACH CASE, AS EXPRESSLY REQUIRED
PURSUANT TO THIS SECTION 2.14.
(E)
UPON THE BORROWER REPRESENTATIVE'S RECEIPT OF NOTICE OF THE
COMMENCEMENT OF A BENCHMARK UNAVAILABILITY PERIOD, (I) ANY INTEREST ELECTION
REQUEST THAT REQUESTS THE CONVERSION OF ANY BORROWING TO, OR CONTINUATION OF ANY
BORROWING AS, A EUROCURRENCY BORROWING SHALL BE INEFFECTIVE AND (II) IF ANY
BORROWING REQUEST REQUESTS A EUROCURRENCY BORROWING, SUCH BORROWING SHALL BE
MADE AS AN ABR BORROWING.
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SECTION 2.15
Increased Costs; Illegality.
(a) If any Change in Law shall:
(I)
SUBJECT ANY CREDIT PARTY TO ANY (OR ANY INCREASE IN ANY) TAXES
(OTHER THAN (A) INDEMNIFIED TAXES AND (B) TAXES DESCRIBED IN CLAUSES (B) THROUGH
(C) OF THE DEFINITION OF EXCLUDED TAXES) WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, ANY LETTER OF CREDIT, OR ANY PARTICIPATION IN A LETTER OF
CREDIT OR ANY LOAN MADE OR LETTER OF CREDIT ISSUED BY IT, EXCEPT ANY SUCH TAXES
IMPOSED ON OR MEASURED BY ITS NET INCOME OR PROFITS (HOWEVER DENOMINATED) OR
FRANCHISE TAXES IMPOSED IN LIEU OF NET INCOME OR PROFITS TAXES;
(II)
IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE, SPECIAL DEPOSIT,
LIQUIDITY OR SIMILAR REQUIREMENT (INCLUDING ANY COMPULSORY LOAN REQUIREMENT,
INSURANCE CHARGE OR OTHER ASSESSMENT) AGAINST ASSETS OF, DEPOSITS WITH OR FOR
THE ACCOUNT OF, OR CREDIT EXTENDED BY, ANY LENDER (EXCEPT ANY SUCH RESERVE
REQUIREMENT REFLECTED IN THE ADJUSTED LIBO RATE) OR ANY ISSUING BANK; OR
(III)
IMPOSE ON ANY LENDER OR ANY ISSUING BANK OR THE LONDON INTERBANK
MARKET ANY OTHER CONDITION, COST OR EXPENSE (OTHER THAN TAXES) AFFECTING THIS
AGREEMENT OR EUROCURRENCY LOANS MADE BY SUCH LENDER OR ANY LETTER OF CREDIT OR
PARTICIPATION THEREIN;
and the result of any of the foregoing shall be to increase the cost to such
Lender or such other Credit Party of making, continuing, converting into