Common use of Successor Euro-Rate Index Clause in Contracts

Successor Euro-Rate Index. 1.6.1 If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances set forth in Section 4.5 have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in Section 4.5 have not arisen but the applicable supervisor or administrator (if any) of the Euro-Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the Euro-Rate shall no longer be used for determining interest rates for loans (either such date, a “Euro-Rate Termination Date”), or (b) a rate other than the Euro-Rate has become a widely recognized benchmark rate for newly originated loans in the U.S. market, then the Administrative Agent may (in consultation with the Borrowers) choose a replacement index for the Euro-Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Euro-Rate-based interest rate in effect prior to its replacement. 1.6.2 The Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 11.1), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Pittsburgh time) on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Banks, unless the Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Banks stating that such Banks object to such amendment. 1.6.3 Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a Euro-Rate-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from the Euro-Rate to the replacement index and (y) yield- or risk-based differences between the Euro-Rate and the replacement index. 1.6.4 Until an amendment reflecting a new replacement index in accordance with this Section 1.6 is effective, each advance, conversion and renewal of a Loan under the Euro-Rate Option will continue to bear interest with reference to the Euro-Rate; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Euro-Rate Termination Date has occurred, then following the Euro-Rate Termination Date, all Loans as to which the Euro-Rate Option would otherwise apply shall automatically be converted to the Base Rate Option otherwise available with respect to such Loans until such time as an amendment reflecting a replacement index and related matters as described above is implemented. 1.6.5 Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.

Successor Euro-Rate Index. 1.6.1 If (i) Notwithstanding anything herein to the contrary, if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances set forth in Section 4.5 4.4.1 [Unascertainable] have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in Section 4.5 4.4.1 [Unascertainable] have not arisen but the applicable supervisor or administrator (if any) of the a Euro-Rate or a governmental authority an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the Euro-Rate shall no longer be used for determining interest rates for loans in Dollars or any Optional Currency (either such date, a “Euro-Rate Termination Date”), or (b) a rate other than the Euro-Rate has become a widely recognized benchmark rate for newly originated loans in Dollars or an applicable Optional Currency in the U.S. market, then the Administrative Agent may (in consultation with the BorrowersBorrower) choose a replacement index for the Euro-Rate in respect of Loans in Dollars or the applicable Optional Currency, as the case may be, and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Euro-Rate-based interest rate in effect prior to its replacement. 1.6.2 (ii) The Administrative Agent and the Borrowers Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 11.111.1 [Modifications, Amendments or Waivers]), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Pittsburgh time) on the tenth (10th) Business Day after the date a draft of the amendment is provided to the BanksLenders, unless the Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Banks Lenders stating that such Banks Lenders object to such amendment. 1.6.3 (iii) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a Euro-Rate-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from the Euro-Rate to the replacement index and (y) yield- yield-or risk-based differences between the Euro-Rate and the replacement index. 1.6.4 (iv) Until an amendment reflecting a new replacement index in accordance with this Section 1.6 4.4.2 is effective, each advance, conversion and renewal of a Loan under the Euro-Rate Option will continue to bear interest with reference to the Euro-Rate; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Euro-Rate Termination Date has occurred, then following the Euro-Rate Termination Date, all Loans as to which the Euro-Rate Option would otherwise apply shall automatically be converted to (x) if such Loan is in Dollars, the Base Rate Option otherwise available with respect and (y) if such Loan is in an Optional Currency to which such Loans Euro-Rate Termination Date applies, a Loan in Dollars under the Base Rate Option, in each case, until such time as an amendment reflecting a replacement index and related matters as described above is implemented. 1.6.5 (v) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.

Successor Euro-Rate Index. 1.6.1 If (i) Notwithstanding anything herein to the contrary, if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances set forth in Section 4.5 4.4.1 [Unascertainable] have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in Section 4.5 4.4.1 have not arisen but the applicable supervisor or administrator (if any) of the a Euro-Rate or a governmental authority an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the Euro-Rate shall no longer be used for determining interest rates for loans in Dollars or any Optional Currency (either such date, a “Euro-Rate Termination Date”), or (b) a rate other than the Euro-Rate has become a widely recognized benchmark rate for newly originated syndicated loans in Dollars or an applicable Optional Currency in the U.S. market, then the Administrative Agent may (in consultation with the BorrowersCompany) choose a replacement index for the Euro-Rate in respect of Loans in Dollars or the applicable Optional Currency, as the case may be, and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Euro-Rate-based interest rate in effect prior to its replacement. 1.6.2 (ii) The Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins index and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based raterate (but for avoidance of doubt, such related amendments shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 11.112.1 [Modifications, Amendments or Waivers]), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Pittsburgh time) Eastern Time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the BanksLenders, unless the Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Banks Lenders stating that such Banks Lenders object to such amendment. 1.6.3 (iii) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (ia) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a Euro-Rate-based rate to a replacement index-based rate, and (iib) may also reflect adjustments to account for (x) the effects of the transition from the Euro-Rate to the replacement index and (y) yield- or risk-based differences between the Euro-Rate and the replacement index. 1.6.4 (iv) Until an amendment reflecting a new replacement index in accordance with this Section 1.6 4.9 is effective, each advance, conversion and renewal of a Loan under the Euro-Rate Option will continue to bear interest with reference to the Euro-Rate; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Euro-Rate Termination Date has occurred, then following the Euro-Rate Termination Date, all Loans as to which the Euro-Rate Option would otherwise apply shall automatically be converted to (x) if such Loan is in Dollars, the Base Rate Option otherwise available with respect and (y) if such Loan is in an Optional Currency to which such Loans Euro-Rate Termination Date applies, a Loan in Dollars under the Base Rate Option, in each case, until such time as an amendment reflecting a replacement index and related matters as described above is implemented. 1.6.5 (v) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.

Successor Euro-Rate Index. 1.6.1 If (i) Notwithstanding anything herein to the contrary, if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (iI) the circumstances set forth in Section 4.5 4.4.1 [Unascertainable] have arisen and are unlikely to be temporary, or (iiII) the circumstances set forth in Section 4.5 4.4.1 [Unascertainable] have not arisen but the applicable supervisor or administrator (if any) of the a Euro-Rate or a governmental authority an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the Euro-Rate shall no longer be used for determining interest rates for loans in Dollars or an Optional Currency (either such date, a “Euro-Rate Termination Date”), or (b) a rate other than the Euro-Rate has become a widely recognized benchmark rate for newly originated loans in U.S. Dollars or an Optional Currency in the U.S. market, then the Administrative Agent may (in consultation with the BorrowersBorrowing Agent) choose a replacement index for the Euro-Rate in respect of Loans in Dollars or the applicable Optional Currency, as the case may be, and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Euro-Rate-based interest rate in effect prior to its replacement. 1.6.2 (ii) The Administrative Agent and the Borrowers Borrowing Agent shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 11.111.1 [Modification, Amendments or Waivers]), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Pittsburgh time) New York City time on the tenth fifth (10th5th) Business Day after the date a draft of the amendment is provided to the BanksLenders, unless the Administrative Agent receives, on or before such tenth fifth (10th5th) Business Day, a written notice from the Required Banks Lenders stating that such Banks Lenders object to such amendment. 1.6.3 (iii) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (ia) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a Euro-Rate-based rate to a replacement index-based rate, and (iib) may also reflect adjustments to account for (x) the effects of the transition from the Euro-Rate to the replacement index and (y) yield- or risk-based differences between the Euro-Rate Rate and the replacement index. 1.6.4 (iv) Until an amendment reflecting a new replacement index in accordance with this Section 1.6 4.6 is effective, each advance, conversion and renewal of a Loan under the a Euro-Rate Option will continue to bear interest with reference to the Euro-Rate; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Euro-Rate Termination Date has occurred, then following the Euro-Rate Termination Date, all Loans as to which the Euro-Rate Option would otherwise apply shall automatically be converted to (a) if such Loan is in Dollars, the Base Rate Option otherwise available with respect and (b) if such Loan is in an Optional Currency to which such Loans Euro-Rate Termination Date applies, a Loan in Dollars under the Base Rate Option, in each case, until such time as an amendment reflecting a replacement index and related matters as described above is implemented. 1.6.5 (v) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.

Successor Euro-Rate Index. 1.6.1 If (i) Notwithstanding anything herein to the contrary, if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances set forth in Section 4.5 3.4.1 have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in Section 4.5 3.4.1 have not arisen but the applicable supervisor or administrator (if any) of the a Euro-Rate or a governmental authority an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the Euro-Rate shall no longer be used for determining interest rates for loans in Dollars, Euros or any Optional Currency (either such date, a “"Euro-Rate Termination Date”"), or (b) a rate other than the Euro-Rate has become a widely recognized benchmark rate for newly originated loans in Dollars, Euros or an applicable Optional Currency in the U.S. market, then the Administrative Agent and the Borrowers may (in consultation with the Borrowers) choose a replacement index for the Euro-Rate in respect of Loans in Dollars, Euros or the applicable Optional Currency, as the case may be, and make the Administrative Agent and the Borrowers may enter into one or more amendments as described in clause (ii) below for the purpose of making adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Euro-Rate-based interest rate in effect prior to its replacement. 1.6.2 (ii) The Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (Documents, including, without limitation, Section 11.1)10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Pittsburgh time) Eastern Time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the BanksLenders, unless the Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Banks Lenders stating that such Banks Lenders object to such amendment. 1.6.3 (iii) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (ia) will be determined by the Administrative Agent and the Borrowers with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a Euro-Rate-based rate to a replacement index-based rate, and (iib) may also reflect adjustments to account for (x) the effects of the transition from the Euro-Rate to the replacement index and (y) yield- or risk-based differences between the Euro-Rate and the replacement index. 1.6.4 (iv) Until an amendment reflecting a new replacement index in accordance with this Section 1.6 3.5 is effective, each advance, conversion and renewal of a Revolving Credit Loan under the Euro-Rate Option and/or a Term Loan will continue to bear interest with reference to the Euro-Rate; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Euro-Rate Termination Date has occurred, then following the Euro-Rate Termination Date, all Revolving Credit Loans as to which the Euro-Rate Option would otherwise apply and all Term Loans shall automatically be converted to (x) if such Revolving Credit Loan is in Dollars, the Base Rate Option otherwise available Option, (y) if such Revolving Credit Loan is in an Optional Currency to which such Euro-Rate Termination Date applies, a Revolving Credit Loan in Dollars under the Base Rate Option, and (z) with respect to such Loans the Term Loans, Foreign Base Rate Loans, in each case, until such time as an amendment reflecting a replacement index and related matters as described above is implemented. 1.6.5 (v) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.

Successor Euro-Rate Index. 1.6.1 (i) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances set forth in Section 4.5 4.4 [Euro-Rate Unascertainable, Etc.] have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in Section 4.5 4.4 have not arisen but the applicable supervisor or administrator (if any) of the any Euro-Rate or a governmental authority an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the such Euro-Rate shall no longer be used for determining interest rates for loans (either such date, a “"Euro-Rate Termination Date”"), or (b) a rate other than the Euro-Euro Rate has become a widely recognized benchmark rate for newly originated loans in the U.S. marketRelevant Interbank Market, then the Administrative Agent may (in consultation with the BorrowersBorrower Agent) choose a replacement index for the Euro-Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Euro-Rate-based interest rate in effect prior to its replacement. 1.6.2 (ii) The Administrative Agent and the Borrowers Loan Parties shall enter into an amendment to this Agreement to reflect reflect, as determined in accordance with the preceding clause (i) of this Section, the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent (in consultation with the Borrower Agent), for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 11.1)11.1 [Modifications, Amendments or Waivers], such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Pittsburgh time) on the tenth (10th) Business Day after the date a draft of the amendment is provided to the BanksLenders, unless the Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Banks Lenders stating that such Banks Lenders object to such amendment. 1.6.3 (iii) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a Euro-Rate-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from the such Euro-Rate to the replacement index and (y) yield- or risk-based differences between the such Euro-Rate and the replacement index. 1.6.4 (iv) Until an amendment reflecting a new replacement index in accordance with this Section 1.6 4.8 is effective, each advance, conversion and renewal of a Loan under the - 61 - Euro-Rate Option will continue to bear interest with reference to the Euro-Rate; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Euro-Rate Termination Date has occurred, then following the Euro-Rate Termination Date, all Loans as to which the Euro-Rate Option would otherwise apply shall automatically be converted to (x) if such Loan is in Dollars, the Base Rate Option otherwise available with respect and (y) if such Loan is an Optional Currency to which such Loans Euro-Rate Termination Date applies, a Loan in Dollars under the Base Rate Option, in each case, until such time as an amendment reflecting a replacement index and related matters as described above is implemented. 1.6.5 (v) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.

Successor Euro-Rate Index. 1.6.1 (i) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances set forth in Section 4.5 3.4.1 [Unascertainable] have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in Section 4.5 3.4.1 [Unascertainable] have not arisen but the applicable supervisor or administrator (if any) of the Euro-Rate or a governmental authority an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the Euro-Rate shall no longer be used for determining interest rates for loans (either such date, a “Euro-Rate Termination Date”), or (b) a rate other than the Euro-Rate has become a widely recognized benchmark rate for newly originated syndicated loans in the U.S. market, then the Administrative Agent may (in consultation with the BorrowersLead Borrower) choose a replacement index for the Euro-Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Euro-Rate-based interest rate in effect prior to its replacement. 1.6.2 (ii) The Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, appropriate for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 11.1)10.1 [Modifications, Amendments or Waivers], such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Pittsburgh time) on the tenth fifth (10th5th) Business Day after the date a draft of the amendment is provided to the BanksLenders, unless the Administrative Agent receives, on or before such tenth fifth (10th5th) Business Day, a written notice from the Required Banks Lenders stating that such Banks Lenders object to such amendment. 1.6.3 (iii) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated syndicated loans in the United States and loans converted from a Euro-Rate-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from the Euro-Rate to the replacement index and (y) yield- or risk-based differences between the Euro-Rate and the replacement index. 1.6.4 (iv) Until an amendment reflecting a new replacement index in accordance with this Section 1.6 3.6 [Successor Euro-Rate Index] is effective, each advance, conversion and renewal of a Loan under the Euro-Rate Option will continue to bear interest with reference to the Euro-Rate; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Euro-Rate Termination Date has occurred, then following the Euro-Rate Termination Date, all Loans as to which the Euro-Rate Option would otherwise apply shall automatically be converted to the Base Rate Option otherwise available with respect to (and, in the case of Loans in any Optional Currency, such Loans shall be redenominated into Loans in Dollars at the Base Rate Option) until such time as an amendment reflecting a replacement index and related matters as described above is implemented. 1.6.5 (v) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.” (E) Section 6.2 is hereby amended to delete the reference in clause (v) thereof to “the USA Patriot Act and the AML Legislation”, and in its stead insert a reference to “the USA Patriot Act, the AML Legislation and, solely to the extent applicable to the Designated Borrower (without any exemption or exception therefrom being applicable to the Designated Borrower), the Beneficial Ownership Regulation”. (F) Section 7.1.7 is hereby amended to add the phrase “, the Camuto Transactions” immediately following the phrase “Capital Expenditures” contained therein. (G) Section 7.2.1 is hereby amended to (a) delete the reference to “and” at the end of clause (xi) thereof, (b) re-number the existing clause (xii) thereof as clause (xiv) thereof, and (c) add the following new clauses (xii) and (xiii), immediately following clause (xi):