Section # Inability to Determine Rates. If the Administrative Agent reasonably determines that for any reason, adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or the Administrative Agent shall have received notice from the Required Revolving Lenders in the case of any Revolving Credit Loans or, in the case of any Term Loans, the Majority Lenders in respect of any Term Facility, that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits are not being offered to banks in the relevant interbank market for the applicable amount and the Interest Period 83894470_5

Notwithstanding anything to the contrary contained in this [Section 10.01], if the Administrative Agent determines that adequate and reasonable means do not exist for determining the interest rate applicable to Eurocurrency Rate Loans (including because Eurocurrency Rate is not published on a current basis or is otherwise not available), and that such circumstances are unlikely to be temporary, or if the supervisor for the administrator of the Eurocurrency Rate (or a Governmental Authority having jurisdiction over the Administrative Agent) has made a public statement identifying a specific date after which the Eurocurrency Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall # agree on an alternate method to ascertain the interest rate applicable to Eurocurrency Rate Loans which gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and # enter into an amendment to the applicable Loan Documents that reflects such alternate rate of interest and any other related changes as may be applicable, which amendment shall become effective solely upon execution by the Borrower and the Administrative Agent, unless the Required Lenders shall object in writing to such amendment on or prior to the fifth Business Day following delivery of notice of such amendment by the Administrative Agent to the Lenders.

If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein.

If the Administrative Agent shall have determined # that for any reason adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or # that the Eurocurrency Rate applicable pursuant to subsection ‎2.08(a) for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to any Bank of funding such Loan, the Administrative Agent will forthwith give notice of such determination to the Company and each Bank. Thereafter, # the obligation of the Banks to make or maintain Eurocurrency Rate Loans in the affected currency hereunder shall be suspended and # each outstanding Loan in the affected currency shall be prepaid (or, in the case of a Dollar-Denominated Loan, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the Company may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Company does not revoke such notice, the Banks shall make, convert or continue the Loans, as proposed by the Company, in the Dollar Amount specified in the applicable notice submitted by the Company, but such Loans shall be made, converted or continued as Base Rate Loans instead of Eurocurrency Rate Loans.

The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error.