Common use of Interest Rate Determinations Clause in Contracts

Interest Rate Determinations. (a) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or “LIBOR Daily Floating Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes. (b) The Administrative Agent shall give prompt notice to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii), (iii) and (v). (c) If in connection with any request for a Eurocurrency Rate Loan or a Conversion to or continuation of a Eurocurrency Rate Loan, a request for a LIBOR Floating Rate Loan or a Conversion to a LIBOR Floating Rate Loan, or a request for a Swing Loan, (i) the Administrative Agent determines that (x) deposits in the relevant Currency are not being offered to prime banks in the applicable offshore interbank market for such Currency for the applicable Interest Period or in the applicable amounts of such Eurocurrency Rate Loan or Swing Loan or with respect to any LIBOR Floating Rate Loan, or (y) 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 Swing Loan in the relevant Currency or in connection with an existing or proposed Base Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Floating Rate Loan or (ii) the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or the Swing Loan Banks determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Swing Loan does not adequately and fairly reflect the cost to such Lenders of funding such Swing Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders or the Swing Loan Banks, as the case may be, to make or maintain Eurocurrency Rate Loans or Swing Loans, as applicable, in the affected Currency or Currencies and/or of the Lenders to make or maintain LIBOR Floating Rate Loans, as applicable, shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Swing Loans, LIBOR Floating Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Swing Loans, a Borrowing or Conversion to LIBOR Floating Rate Loans, or a Borrowing of, Conversion to or continuation of, Eurocurrency Rate Loans, in each case, in the affected Currency or Currencies or, failing that, solely in the case of a Eurocurrency Rate Loan denominated in Dollars or a LIBOR Floating Rate Loan, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing (but subject to the ability of a Borrower to revoke any request), in the case of a pending request for a Eurocurrency Rate Loan, or a Conversion to or continuation thereof, in an Alternate Currency as to which the Administrative Agent has made the determination described in this section, the Administrative Agent, in consultation with the Company and the Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Administrative Agent (assuming for this limited purpose that the Administrative Agent is acting as a Lender) for funding Loans in the applicable Currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, Converted or continued, as the case may be (the “Impacted Loans”) and adjust the Applicable Margin as may be necessary to preserve the existing differentials between the underlying reference rate and Eurocurrency Rate Loans in such Currency, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of this section, (2) the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any applicable law has made it unlawful, or that any applicable governmental 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 applicable 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 Company written notice thereof. (d) Notwithstanding anything in this Agreement to the contrary, no Lender whose Termination Date falls prior to the last day of any Interest Period for any Eurocurrency Rate Loan (a “Relevant Lender”) shall participate in such Loan. Without limiting the generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan or LIBOR Floating Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan or LIBOR Floating Rate Loan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s ratable share of such Eurocurrency Rate Loan (in the case of said clause (ii)) shall be repaid by the relevant Borrower on the last day of its then current Interest Period and such Lender’s ratable share of such Base Rate Loan or LIBOR Floating Rate Loan (in the case of said clause (iii)) shall be repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected by said clause (iii) are so Converted. Subject to the terms and conditions of this Agreement, the Borrowers may fund the repayment of the Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans, LIBOR Floating Rate Loans and Base Rate Loans by borrowing from Lenders hereunder that are not Relevant Lenders. (e) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, 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 or regulatory body having 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 (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 2.09, 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 Company may amend this Agreement by mutual agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent so long as the Administrative Agent is administering the LIBOR Successor Rate hereunder in the same manner as it generally does for its similarly situated borrowers under agreements having provisions similar to this Section 2.09(e) after consideration of such factors as the Administrative Agent then reasonably determines to be relevant; provided that in no event shall the Administrative Agent be required to disclose any information regarding such other agreements or such borrowers. If no LIBOR Successor Rate has been determined and the circumstances under clause (e)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans and LIBOR Floating Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans, LIBOR Floating Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, Conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or a Borrowing of or Conversion to LIBOR Floating Rate Loans or, failing that, in the case of a pending request for a Borrowing denominated in Dollars, will be deemed to have converted such request into a request for a Revolving Loan Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero0.75% for purposes of this Agreement. For purposes hereof,

Interest Rate Determinations. (a) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or “LIBOR Daily Floating Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes[Intentionally omitted]. (b) The Administrative Agent shall give prompt notice to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii2.08(a)(i), (iiiii) and (viii). (c) If in connection with any request for a Eurocurrency Rate Loan or a Conversion to or continuation of a Eurocurrency Rate Loan, a request for a LIBOR Floating Rate Loan or a Conversion to a LIBOR Floating Rate Loan, or a request for a Multicurrency Swing Loan, (i) the Administrative Agent determines that (xi) deposits in the relevant Currency are not being offered to prime banks in the London interbank market or other applicable offshore interbank market for such Currency for the applicable Interest Period or in the applicable amounts of such Eurocurrency Rate Loan or Swing Loan or with respect to any LIBOR Floating Rate Loanamounts, or (yii) 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 Multicurrency Swing Loan in the relevant Currency or in connection with an existing or proposed Base Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Floating Rate Loan or (ii) the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or the Swing Loan Banks determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Swing Loan does not adequately and fairly reflect the cost to such Lenders of funding such Swing Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders or the Multicurrency Swing Loan Banks, as the case may be, to make or maintain Eurocurrency Rate Loans or Multicurrency Swing Loans, as applicable, in the affected Currency or Currencies and/or of the Lenders to make or maintain LIBOR Floating Rate Loans, as applicable, shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Multicurrency Swing Loans, LIBOR Floating Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Swing Loans, a Borrowing or Conversion to LIBOR Floating Rate Loans, Loans or a Borrowing of, or Conversion to or continuation ofto, Eurocurrency Rate Loans, in each case, in the affected Currency or Currencies or, failing that, solely in the case of a Eurocurrency Rate Loan denominated in Dollars or a LIBOR Floating Rate LoanDollars, will be deemed to have converted Converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing (but subject to the ability of a Borrower to revoke any request), in the case of a pending request for a Eurocurrency Rate Loan, Loan or a Conversion to or continuation thereof, in an Alternate Currency as to which the Administrative Agent has made the determination described in the first sentence of this section, the Administrative Agent, in consultation with the Company and the Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Administrative Agent (assuming for this limited purpose that the Administrative Agent is acting as a Lender) for funding Loans in the applicable Currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, Converted made or continuedConverted, as the case may be (the “Impacted Loans”) and adjust the Applicable Margin as may be necessary to preserve the existing differentials between the underlying reference rate and Eurocurrency Rate Loans in such Currency, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1x) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of this section, (2y) the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3z) any Lender THIRD AMENDED AND RESTATED CREDIT AGREEMENT determines that any applicable law has made it unlawful, or that any applicable governmental 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 applicable 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 Company written notice thereof. (d) Notwithstanding anything in this Agreement to the contrary, no Lender whose Termination Date falls prior to the last day of any Interest Period for any Eurocurrency Rate Loan (a “Relevant Lender”) shall participate in such Loan. Without limiting the generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan or LIBOR Floating Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan or LIBOR Floating Rate Loan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s ratable share of such Eurocurrency Rate Loan (in the case of said clause (ii)) shall be repaid by the relevant Borrower on the last day of its then current Interest Period and such Lender’s ratable share of such Base Rate Loan or LIBOR Floating Rate Loan (in the case of said clause (iii)) shall be repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected by said clause (iii) are so Converted. Subject to the terms and conditions of this Agreement, the Borrowers may fund the repayment of the Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans, LIBOR Floating Rate Loans and Base Rate Loans by borrowing from Lenders hereunder that are not Relevant Lenders. (e) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, 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 or regulatory body having 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 (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 2.09, 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 Company may amend this Agreement by mutual agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent so long as the Administrative Agent is administering the LIBOR Successor Rate hereunder in the same manner as it generally does for its similarly situated borrowers under agreements having provisions similar to this Section 2.09(e) after consideration of such factors as the Administrative Agent then reasonably determines to be relevant; provided that in no event shall the Administrative Agent be required to disclose any information regarding such other agreements or such borrowers. If no LIBOR Successor Rate has been determined and the circumstances under clause (e)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans and LIBOR Floating Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans, LIBOR Floating Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, Conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or a Borrowing of or Conversion to LIBOR Floating Rate Loans or, failing that, in the case of a pending request for a Borrowing denominated in Dollars, will be deemed to have converted such request into a request for a Revolving Loan Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero0.75% for purposes of this Agreement. For purposes hereof,

Interest Rate Determinations. (a) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or “LIBOR Daily Floating Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes. (b) The Administrative Agent shall give prompt notice to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii), (iii) and (v). (c) If in connection with any request for a Eurocurrency Rate Loan or a Conversion to or continuation of a Eurocurrency Rate Loan, a request for a LIBOR Floating Rate Loan or a Conversion to a LIBOR Floating Rate Loan, or a request for a Swing Loan, (i) the Administrative Agent determines that (x) deposits in the relevant Currency are not being offered to prime banks in the applicable offshore interbank market for such Currency for the applicable Interest Period or in the applicable amounts of such Eurocurrency Rate Loan or Swing Loan or the applicable term with respect to any LIBOR Floating Rate Loan, or (y) 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 Swing Loan in the relevant Currency or in connection with an existing or proposed Base Rate Loan or for determining the LIBOR Daily Floating Rate with respect to a aan existing or proposed LIBOR Floating Rate Loan or (ii) the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency EurocurrencyLIBOR Floating Rate Loan or the Swing Loan FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Banks determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Swing Loan does not adequately and fairly reflect the cost to such Lenders of funding such Swing Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders or the Swing Loan Banks, as the case may be, to make or maintain Eurocurrency Rate Loans or Swing Loans, as applicable, in the affected Currency or Currencies and/or of the Lenders to make or maintain LIBOR Floating Rate Loans, as applicable, shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Swing Loans, LIBOR Floating Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Swing Loans, a Borrowing or Conversion to LIBOR Floating Rate Loans, or a Borrowing of, Conversion to or continuation of, Eurocurrency Rate Loans, in each case, in the affected Currency or Currencies or, failing that, solely in the case of a Eurocurrency Rate Loan denominated in Dollars or a LIBOR Floating Rate Loan, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing (but subject to the ability of a Borrower to revoke any request), in the case of a pending request for a Eurocurrency Rate Loan, or a Conversion to or continuation thereof, in an Alternate Currency as to which the Administrative Agent has made the determination described in this section, the Administrative Agent, in consultation with the Company and the Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Administrative Agent (assuming for this limited purpose that the Administrative Agent is acting as a Lender) for funding Loans in the applicable Currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, Converted or continued, as the case may be (the “Impacted Loans”) and adjust the Applicable Margin as may be necessary to preserve the existing differentials between the underlying reference rate and Eurocurrency Rate Loans in such Currency, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of this section, (2) the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any applicable law has made it unlawful, or that any applicable governmental 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 applicable 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 Company written notice thereof. (d) Notwithstanding anything in this Agreement to the contrary, no Lender whose Termination Date falls prior to the last day of any Interest Period for any Eurocurrency Rate Loan (a “Relevant Lender”) shall participate in such Loan. Without limiting the generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any FIFTH AMENDED AND RESTATED CREDIT AGREEMENT outstanding Base Rate Loan or LIBOR Floating Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan or LIBOR Floating Rate Loan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s ratable share of such Eurocurrency Rate Loan (in the case of said clause (ii)) shall be repaid by the relevant Borrower on the last day of its then current Interest Period and such Lender’s ratable share of such Base Rate Loan or LIBOR Floating Rate Loan (in the case of said clause (iii)) shall be repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected by said clause (iii) are so Converted. Subject to the terms and conditions of this Agreement, the Borrowers may fund the repayment of the Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans, LIBOR Floating Rate Loans and Base Rate Loans by borrowing from Lenders hereunder that are not Relevant Lenders. (e) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, 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 or regulatory body having 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 (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 2.09, 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 Company may amend this Agreement by mutual agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner FIFTH AMENDED AND RESTATED CREDIT AGREEMENT consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent so long as the Administrative Agent is administering the LIBOR Successor Rate hereunder in the same manner as it generally does for its similarly situated borrowers under agreements having provisions similar to this Section 2.09(e) after consideration of such factors as the Administrative Agent then reasonably determines to be relevant; provided that in no event shall the Administrative Agent be required to disclose any information regarding such other agreements or such borrowers. If no LIBOR Successor Rate has been determined and the circumstances under clause (e)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans and LIBOR Floating Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans, LIBOR Floating Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, Conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or a Borrowing of or Conversion to LIBOR Floating Rate Loans or, failing that, in the case of a pending request for a Borrowing denominated in Dollars, will be deemed to have converted such request into a request for a Revolving Loan Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero0.750.75% for purposes of this Agreement. For purposes hereof,

Interest Rate Determinations. (a) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or “LIBOR Daily Floating Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes[Intentionally omitted]. (b) The Administrative Agent shall give prompt notice to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii2.08(a)(i), (iiiii) and (viii). (c) If in connection with any request for a Eurocurrency Rate Loan or a Conversion to or continuation of a Eurocurrency Rate Loan, a request for a LIBOR Floating Rate Loan or a Conversion to a LIBOR Floating Rate Loan, or a request for a Multicurrency Swing Loan, (i) the Administrative Agent determines that (x) deposits in the relevant Currency are not being offered to prime banks in the applicable offshore interbank market for such Currency for the applicable Interest Period or in the applicable amounts of such Eurocurrency Rate Loan or Swing Loan or with respect to any LIBOR Floating Rate Loanamounts, or (y) 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 Multicurrency Swing Loan in the relevant Currency or in connection with an existing or proposed Base Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Floating Rate Loan or (ii) the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or the Swing Loan Banks determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Swing Loan does not adequately and fairly reflect the cost to such Lenders of funding such Swing Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders or the Multicurrency Swing Loan Banks, as the case may be, to make or maintain Eurocurrency Rate Loans or Multicurrency Swing Loans, as applicable, in the affected Currency or Currencies and/or of the Lenders to make or maintain LIBOR Floating Rate Loans, as applicable, shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Multicurrency Swing Loans, LIBOR Floating Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Swing Loans, a Borrowing or Conversion to LIBOR Floating Rate Loans, Loans or a Borrowing of, Conversion to or continuation of, Eurocurrency Rate Loans, in each case, in the affected Currency or Currencies or, failing that, solely in the case of a Eurocurrency Rate Loan denominated in Dollars or a LIBOR Floating Rate LoanDollars, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing (but subject to the ability of a Borrower to revoke any request), in the case of a pending request for a Eurocurrency Rate Loan, or a Conversion to or continuation thereof, in an Alternate Currency as to which the Administrative Agent has made the determination described in this section, the Administrative Agent, in consultation with the Company and the Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Administrative Agent (assuming for this limited purpose that the Administrative Agent is acting as a Lender) for funding Loans in the applicable Currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, Converted or continued, as the case may be FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (the “Impacted Loans”) and adjust the Applicable Margin as may be necessary to preserve the existing differentials between the underlying reference rate and Eurocurrency Rate Loans in such Currency, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of this section, (2) the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any applicable law has made it unlawful, or that any applicable governmental 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 applicable 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 Company written notice thereof. (d) Notwithstanding anything in this Agreement to the contrary, no Lender whose Termination Date falls prior to the last day of any Interest Period for any Eurocurrency Rate Loan (a “Relevant Lender”) shall participate in such Loan. Without limiting the generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan or LIBOR Floating Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan or LIBOR Floating Rate Loan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s ratable share of such Eurocurrency Rate Loan (in the case of said clause (ii)) shall be repaid by the relevant Borrower on the last day of its then current Interest Period and such Lender’s ratable share of such Base Rate Loan or LIBOR Floating Rate Loan (in the case of said clause (iii)) shall be repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected by said clause (iii) are so Converted. Subject to the terms and conditions of this Agreement, the Borrowers may fund the repayment of the Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans, LIBOR Floating Rate Loans and Base Rate Loans by borrowing from Lenders hereunder that are not Relevant Lenders. (e) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, 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 or regulatory body having 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 (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 2.09, 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 Company may amend this Agreement by mutual agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent so long as the Administrative Agent is administering the LIBOR Successor Rate hereunder in the same manner as it generally does for its similarly situated borrowers under agreements having provisions similar to this Section 2.09(e) after consideration of such factors as the Administrative Agent then reasonably determines to be relevant; provided that in no event shall the Administrative Agent be required to disclose any information regarding such other agreements or such borrowers. If no LIBOR Successor Rate has been determined and the circumstances under clause (e)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans and LIBOR Floating Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans, LIBOR Floating Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, Conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or a Borrowing of or Conversion to LIBOR Floating Rate Loans or, failing that, in the case of a pending request for a Borrowing denominated in Dollars, will be deemed to have converted such request into a request for a Revolving Loan Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero0.75% for purposes of this Agreement. For purposes hereof,

Interest Rate Determinations. (a) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or “LIBOR Daily Floating Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes. (b) The Administrative Agent shall give prompt notice to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii), (iii) and (v). (c) If in connection with any request for a Eurocurrency Rate Loan or a Conversion to or continuation of a Eurocurrency Rate Loan, a request for a LIBOR Floating Rate Loan or a Conversion to a LIBOR Floating Rate Loan, or a request for a Swing Loan, (i) the Administrative Agent determines that (x) deposits in the relevant Currency are not being offered to prime banks in the applicable offshore interbank market for such Currency for the applicable Interest Period or in the applicable amounts of such Eurocurrency Rate Loan or Swing Loan or with respect to any LIBOR Floating Rate Loan, or (y) 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 Swing Loan in the relevant Currency or in connection with an existing or proposed Base Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Floating Rate Loan or (ii) the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or the Swing Loan Banks determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Swing Loan does not adequately and fairly reflect the cost to such Lenders of funding such Swing Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders or the Swing Loan Banks, as the case may be, to make or maintain Eurocurrency Rate Loans or Swing Loans, as applicable, in the affected Currency or Currencies and/or of the Lenders to make FIFTH AMENDED AND RESTATED CREDIT AGREEMENT or maintain LIBOR Floating Rate Loans, as applicable, shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Swing Loans, LIBOR Floating Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Swing Loans, a Borrowing or Conversion to LIBOR Floating Rate Loans, or a Borrowing of, Conversion to or continuation of, Eurocurrency Rate Loans, in each case, in the affected Currency or Currencies or, failing that, solely in the case of a Eurocurrency Rate Loan denominated in Dollars or a LIBOR Floating Rate Loan, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing (but subject to the ability of a Borrower to revoke any request), in the case of a pending request for a Eurocurrency Rate Loan, or a Conversion to or continuation thereof, in an Alternate Currency as to which the Administrative Agent has made the determination described in this section, the Administrative Agent, in consultation with the Company and the Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Administrative Agent (assuming for this limited purpose that the Administrative Agent is acting as a Lender) for funding Loans in the applicable Currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, Converted or continued, as the case may be (the “Impacted Loans”) and adjust the Applicable Margin as may be necessary to preserve the existing differentials between the underlying reference rate and Eurocurrency Rate Loans in such Currency, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of this section, (2) the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any applicable law has made it unlawful, or that any applicable governmental 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 applicable 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 Company written notice thereof. (d) Notwithstanding anything in this Agreement to the contrary, no Lender whose Termination Date falls prior to the last day of any Interest Period for any Eurocurrency Rate Loan (a “Relevant Lender”) shall participate in such Loan. Without limiting the generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan or LIBOR Floating Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan or LIBOR Floating Rate Loan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s ratable share of such FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Eurocurrency Rate Loan (in the case of said clause (ii)) shall be repaid by the relevant Borrower on the last day of its then current Interest Period and such Lender’s ratable share of such Base Rate Loan or LIBOR Floating Rate Loan (in the case of said clause (iii)) shall be repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected by said clause (iii) are so Converted. Subject to the terms and conditions of this Agreement, the Borrowers may fund the repayment of the Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans, LIBOR Floating Rate Loans and Base Rate Loans by borrowing from Lenders hereunder that are not Relevant Lenders. (e) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, 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 or regulatory body having 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 (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 2.09, 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 Company may amend this Agreement by mutual agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent so long as the Administrative Agent is administering the LIBOR Successor Rate hereunder in the same manner as it generally does for its similarly situated borrowers under agreements having provisions similar to this Section 2.09(e) after consideration of such factors as the Administrative Agent then reasonably determines to be relevant; provided that in no event shall the Administrative Agent be required to disclose any information regarding such other agreements or such borrowers. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT If no LIBOR Successor Rate has been determined and the circumstances under clause (e)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans and LIBOR Floating Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans, LIBOR Floating Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, Conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or a Borrowing of or Conversion to LIBOR Floating Rate Loans or, failing that, in the case of a pending request for a Borrowing denominated in Dollars, will be deemed to have converted such request into a request for a Revolving Loan Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero0.75% zero for purposes of this Agreement. For purposes hereof,