Common use of Circumstances Requiring Floating Rate Pricing Clause in Contracts

Circumstances Requiring Floating Rate Pricing. (1) If the Administrative Agent determines in good faith and notifies the Borrower that (i) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Libor Rate or Eurolibor Rate; (ii) the making or continuation of any Libor Advances or Euro Advances has been made impracticable (x) by the occurrence of a contingency which adversely affects the funding of the Credit Facility at any interest rate computed on the basis of the Libor Rate or Eurolibor Rate, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity which affects the Lenders or any relevant financial market and which results in the Libor Rate or Eurolibor Rate no longer representing the effective cost to the Lenders of deposits in such market; or (iii) any change to any Law or any future Law or in the interpretation or application thereof by any Governmental Entity, has made it unlawful for the Lenders to make or maintain or to give effect to its obligations in respect of such Advances as contemplated hereby, then, (a) the right of the Borrower to select Libor Advances or Euro Advances, as the case may be, from the Administrative Agent shall be suspended until the Administrative Agent determines that the circumstances causing the suspension no longer exist and the Administrative Agent so notifies the Borrower; (b) if any requested Libor Advance or Euro Advance has not been made, any applicable Borrowing Notice shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the Borrower; and (c) if any Libor Advance or Euro Advance, as applicable, is already outstanding at any time when the right of the Borrower to select a Libor Advance or Euro Advance, as applicable, is suspended, it and all other Libor Advances or Euro Advances shall be converted automatically into a Base Rate (Canada) Advance on the last day of the then current Interest Period or Euro Interest Period, respectively, applicable thereto (or on such earlier date as may be required to comply with any applicable Law). (2) The Administrative Agent shall promptly notify the Borrower of the suspension of the Borrower’s right to request a Libor Advance or Euro Advance from the Lenders and of the termination of any such suspension.

Circumstances Requiring Floating Rate Pricing. (1) If the Administrative Agent a Lender determines acting reasonably in good faith and notifies Open Text in writing and the Borrower Administrative Agent that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to such Lender; (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Libor Rate or Eurolibor Eurodollar Rate; (iiiii) the making or continuation of any Libor Advances or Euro LIBOR Advances has been made impracticable (x) by the occurrence of a contingency (other than a mere increase in rates payable by such Lender to fund the Advances or a decrease in the creditworthiness of such Lender) which adversely affects the funding of the Revolving Credit Facility at any interest rate computed on the basis of the Libor Rate or Eurolibor Eurodollar Rate, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity Authority which affects the Lenders such Lender or any relevant financial market and which results in the Libor Rate or Eurolibor Eurodollar Rate no longer representing the effective cost to the Lenders such Lender of deposits in such market; or (iiiiv) any change to any Law or any future Law or in the interpretation or application thereof by any Governmental EntityAuthority, has made it unlawful for the Lenders such Lender to make or maintain or to give effect to its obligations in respect of such Advances as contemplated hereby, then, (a) the right of the a Borrower to select Libor Advances or Euro LIBOR Advances, as the case may be, from the Administrative Agent such Lender shall be suspended until the Administrative Agent such Lender determines acting reasonably and in good faith that the circumstances causing the suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; (b) if any requested Libor affected LIBOR Advance or Euro Advance has is not been madeyet outstanding, any applicable Borrowing Notice shall be suspended until the Administrative Agent such Lender acting reasonably and in good faith determines that the circumstances causing such suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; and (c) if any Libor LIBOR Advance or Euro Advance, as applicable, is already outstanding at any time when the right of the applicable Borrower to select a Libor Advance or Euro Advance, as applicable, LIBOR Advances is suspended, it and all other Libor LIBOR Advances or Euro Advances in the same Borrowing with respect to such Lender shall be converted automatically into a Base Rate (Canadasubject to applicable Borrower having the right to select the relevant Type of Advance at such time) become an ABR Advance on the last day of the then current Interest Period or Euro Interest Period, respectively, applicable thereto (or on such earlier date as may be required to comply with any applicable Law). (2) The Administrative Agent shall promptly notify the Borrower Open Text of the suspension of the Borrower’s its right to request a Libor Advance or Euro LIBOR Advance from the Lenders such Lender and of the termination of any such suspension. Upon notice from the Administrative Agent of the suspension of the right to request a LIBOR Advance from such Lender, Open Text may (i) either replace such Lender with a substitute Lender or Lenders, in which event such Lender shall execute and deliver an assignment and assumption agreement in favour of such substitute Lender or Lenders pursuant to Section 16.01(2)(e) in respect of the whole of its Commitments; or (ii) prepay all Accommodations Outstanding of such affected Lender and thereupon reduce such affected Lender’s Commitments to nil, all without affecting the Commitments of any other Lenders. (3) If, at any time, the Administrative Agent determines in its reasonable discretion that (a) the circumstances set forth in Section 3.04(1)(ii) have arisen and such circumstances are unlikely to be temporary or (b) the circumstances set forth in Section 3.04(1)(ii) have not arisen but the UK Financial Conduct Authority (or any successor regulatory body), any other supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which “LIBOR” shall no longer be used for determining interest rates for loans or as a benchmark reference rate for interest rates for loans, the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that 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 (any such rate, an “Alternate Rate of Interest”), and shall enter into an amendment to this Agreement to reflect such Alternate Rate of Interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 17.01, such amendment shall become effective without any further action or consent of any other party to this Agreement. so long as the Administrative Agent shall not have received, within five (5) Business Days, of the date notice of such Alternate Rate of Interest and a copy of such proposed amendment is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an Alternate Rate of Interest shall be determined in accordance with this Section 3.04(3) (but, in the case of the circumstances described in clause (b) of the first sentence of this Section 3.04(3), only to the extent the LIBO Rate for such Interest Period is not available or published at such time on a current basis), (i) any request for a conversion to, or continuation of, LIBOR Advances shall be ineffective and (ii) any request for a LIBOR Advance shall be made as an ABR Advance in the amount specified therein.

Circumstances Requiring Floating Rate Pricing. (1) If the Administrative Agent a Lender determines acting reasonably in good faith and notifies Open Text in writing and the Borrower Administrative Agent that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to such Lender; (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Libor Rate or Eurolibor Eurodollar Rate; (iiiii) the making or continuation of any Libor Advances or Euro LIBOR Advances has been made impracticable (x) by the occurrence of a contingency (other than a mere increase in rates payable by such Lender to fund the Advances or a decrease in the creditworthiness of such Lender) which adversely affects the funding of the Revolving Credit Facility at any interest rate computed on the basis of the Libor Rate or Eurolibor Eurodollar Rate, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity Authority which affects the Lenders such Lender or any relevant financial market and which results in the Libor Rate or Eurolibor Eurodollar Rate no longer representing the effective cost to the Lenders such Lender of deposits in such market; or (iiiiv) any change to any Law or any future Law or in the interpretation or application thereof by any Governmental EntityAuthority, has made it unlawful for the Lenders such Lender to make or maintain or to give effect to its obligations in respect of such Advances as contemplated hereby, then, (a) the right of the a Borrower to select Libor Advances or Euro LIBOR Advances, as the case may be, from the Administrative Agent such Lender shall be suspended until the Administrative Agent such Lender determines acting reasonably and in good faith that the circumstances causing the suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; (b) if any requested Libor affected LIBOR Advance or Euro Advance has is not been madeyet outstanding, any applicable Borrowing Notice shall be suspended until the Administrative Agent such Lender acting reasonably and in good faith determines that the circumstances causing such suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; and (c) if any Libor LIBOR Advance or Euro Advance, as applicable, is already outstanding at any time when the right of the applicable Borrower to select a Libor Advance or Euro Advance, as applicable, LIBOR Advances is suspended, it and all other Libor LIBOR Advances or Euro Advances in the same Borrowing with respect to such Lender shall be converted automatically into a Base Rate (Canadasubject to applicable Borrower having the right to select the relevant Type of Advance at such time) become an ABR Advance on the last day of the then current Interest Period or Euro Interest Period, respectively, applicable thereto (or on such earlier date as may be required to comply with any applicable Law). (2) The Administrative Agent shall promptly notify the Borrower Open Text of the suspension of the Borrower’s its right to request a Libor Advance or Euro LIBOR Advance from the Lenders such Lender and of the termination of any such suspension. Upon notice from the Administrative Agent of the suspension of the right to request a LIBOR Advance from such Lender, Open Text may (i) either replace such Lender with a substitute Lender or Lenders, in which event such Lender shall execute and deliver an assignment and assumption agreement in favour of such substitute Lender or Lenders pursuant to Section 16.01(2)(e) in respect of the whole of its Commitments; or (ii) prepay all Accommodations Outstanding of such affected Lender and thereupon reduce such affected Lender’s Commitments to nil, all without affecting the Commitments of any other Lenders. (3) If, at any time, the Administrative Agent determines in its reasonable discretion that (a) the circumstances set forth in Section 3.04(1)(ii) have arisen and such circumstances are unlikely to be temporary or (b) the circumstances set forth in Section 3.04(1)(ii) have not arisen but the UK Financial Conduct Authority (or any successor regulatory body), any other supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which “LIBOR” shall no longer be used for determining interest rates for loans or as a benchmark reference rate for interest rates for loans, the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that 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 shall not be less than zero percent (0%) (any such rate, an “Alternate Rate of Interest”), and shall enter into an amendment to this Agreement to reflect such Alternate Rate of Interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 17.01, such amendment shall become effective without any further action or consent of any other party to this Agreement. so long as the Administrative Agent shall not have received, within five (5) Business Days, of the date notice of such Alternate Rate of Interest and a copy of such proposed amendment is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an Alternate Rate of Interest shall be determined in accordance with this Section 3.04(3) (but, in the case of the circumstances described in clause (b) of the first sentence of this Section 3.04(3), only to the extent the LIBO Rate for such Interest Period is not available or published at such time on a current basis), (i) any request for a conversion to, or continuation of, LIBOR Advances shall be ineffective and (ii) any request for a LIBOR Advance shall be made as an ABR Advance in the amount specified therein.

Circumstances Requiring Floating Rate Pricing. (1) If the Administrative Agent a Lender determines acting reasonably in good faith and notifies Open Text in writing and the Borrower Administrative Agent that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to such Lender; (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Libor Rate or Eurolibor Eurodollar Rate; (iiiii) the making or continuation of any Libor Advances or Euro LIBOR Advances has been made impracticable (x) by the occurrence of a contingency (other than a mere increase in rates payable by such Lender to fund the Advances or a decrease in the creditworthiness of such Lender) which adversely affects the funding of the Credit Term Loan Facility at any interest rate computed on the basis of the Libor Rate or Eurolibor Eurodollar Rate, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity Authority which affects the Lenders such Lender or any relevant financial market and which results in the Libor Rate or Eurolibor Eurodollar Rate no longer representing the effective cost to the Lenders such Lender of deposits in such market; or (iiiiv) any change to any Law or any future Law or in the interpretation or application thereof by any Governmental EntityAuthority, has made it unlawful for the Lenders such Lender to make or maintain or to give effect to its obligations in respect of such Advances as contemplated hereby, then, (a) the right of the Borrower to select Libor Advances or Euro LIBOR Advances, as the case may be, from the Administrative Agent such Lender shall be suspended until the Administrative Agent such Lender determines acting reasonably and in good faith that the circumstances causing the suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; (b) if any requested Libor affected LIBOR Advance or Euro Advance has is not been madeyet outstanding, any applicable Borrowing Notice shall be suspended until the Administrative Agent such Lender acting reasonably and in good faith determines that the circumstances causing such suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; and (c) if any Libor LIBOR Advance or Euro Advance, as applicable, is already outstanding at any time when the right of the Borrower to select a Libor Advance or Euro Advance, as applicable, LIBOR Advances is suspended, it and all other Libor LIBOR Advances or Euro Advances in the same Borrowing with respect to such Lender shall be converted automatically into a Base Rate (Canadasubject to Borrower having the right to select the relevant Type of Advance at such time) become an ABR Advance on the last day of the then current Interest Period or Euro Interest Period, respectively, applicable thereto (or on such earlier date as may be required to comply with any applicable Law). (2) The Administrative Agent shall promptly notify the Borrower Open Text of the suspension of the Borrower’s its right to request a Libor Advance or Euro LIBOR Advance from the Lenders such Lender and of the termination of any such suspension. Upon notice from the Administrative Agent of the suspension of the right to request a LIBOR Advance from such Lender, Open Text may (i) either replace such Lender with a substitute Lender or Lenders, in which event such Lender shall execute and deliver an assignment and assumption agreement in favour of such substitute Lender or Lenders pursuant to Section 15.01(2)(d) in respect of the whole of its Commitments; or (ii) prepay all Accommodations Outstanding of such affected Lender and thereupon reduce such affected Lender’s Commitments to nil, all without affecting the Commitments of any other Lenders. (3) If, at any time, the Administrative Agent determines in its reasonable discretion that (a) the circumstances set forth in Section 3.04(1)(ii) have arisen and such circumstances are unlikely to be temporary or (b) the circumstances set forth in Section 3.04(1)(ii) have not arisen but the UK Financial Conduct Authority (or any successor regulatory body), any other supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which “LIBOR” shall no longer be used for determining interest rates for loans or as a benchmark reference rate for interest rates for loans, the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that 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 (any such rate, an “Alternate Rate of Interest”), and shall enter into an amendment to this Agreement to reflect such Alternate Rate of Interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 16.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such Alternate Rate of Interest and a copy of such proposed amendment is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an Alternate Rate of Interest shall be determined in accordance with this Section 3.04(3) (but, in the case of the circumstances described in clause (b) of the first sentence of this Section 3.04(3), only to the extent the LIBO Rate for such Interest Period is not available or published at such time on a current basis), (i) any request for a conversion to, or continuation of, LIBOR Advances shall be ineffective and (ii) any request for a LIBOR Advance shall be made as an ABR Advance in the amount specified therein.

Circumstances Requiring Floating Rate Pricing. (1) If the Administrative Agent determines Lenders or any one or more of them determine in good faith faith, and the Agent notifies the Borrower that Borrowers that: (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to the Lenders or any one or more of them; (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Libor Rate LIBOR or Eurolibor U.S. Base Rate, as the case may be; (iiiii) the making or continuation of any Libor Advances or Euro U.S. Dollar Advances has been made impracticable (x) by the occurrence of a contingency (other than a mere increase in rates payable by the Lenders or any one or more of them to fund the Advances) which materially adversely affects the funding of the Credit Facility at any interest rate computed on the basis of the Libor Rate LIBOR or Eurolibor the U.S. Base Rate, as the case may be, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity which affects the Lenders or any one or more of them or any relevant financial market and which results in the Libor Rate LIBOR or Eurolibor Rate the U.S. Base Rate, as the case may be, no longer representing the effective cost to the Lenders or any one or more of them of deposits in such marketmarket for a relevant Interest Period or for Advances outstanding as U.S. Base Rate Advances; or (iiiiv) any change since the date of this Agreement to any Law present Law, or any future Law Law, or any change since the date of this Agreement therein or in the interpretation or application thereof by any Governmental Entity, has made it unlawful for the Lenders or any one or more of them to make or maintain or to give effect to its obligations obligation in respect of such U.S. Dollar Advances as contemplated hereby, then, (a) the right of the a Borrower to select Libor Advances or Euro Advances, as the case may be, from the Administrative Agent any affected Type of U.S. Dollar Advance shall be suspended until the Administrative Agent determines that the circumstances causing the suspension no longer exist and the Administrative Agent so notifies the Borrower; (b) if any requested Libor Advance or Euro Advance has not been made, any applicable Borrowing Notice shall be suspended until the Administrative Agent determines affected Lenders determine that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the Borrower; andBorrowers; (b) if any affected Type of U.S. Dollar Advance is not yet outstanding, any applicable Borrowing Notice shall be cancelled and the Advance requested shall not be made; (c) if any Libor LIBOR Advance or Euro Advance, as applicable, is already outstanding at any time when the right rights of the a Borrower to select a Libor Advance or Euro Advance, as applicable, LIBOR Advances is suspended, it and all other Libor LIBOR Advances or Euro Advances shall be converted automatically into a in the same Borrowing shall, if such Borrower has the right to select U.S. Base Rate Advances at such time, become U.S. Base Rate Advances on the last day of the then current Interest Period applicable thereto (Canadaor on such earlier date as may be required to comply with any applicable Law) or, if such Borrower does not have the right to select U.S. Base Rate Advances at such time and such Borrower is a Canadian Borrower, such LIBOR Advance shall become a Floating Rate Advance on the last day of the then current Interest Period applicable thereto (or Euro on such earlier date as may be required to comply with any applicable Law) in a principal amount equal to the Equivalent Cdn. $ Amount of such LIBOR Advance determined on the date on which such Advance becomes denominated in Canadian Dollars; and (d) if any relevant U.S. Dollar Advance is already outstanding at any time when the right of a Canadian Borrower to select U.S. Dollar Advances is suspended, it and all other U.S. Dollar Advances included in the same Borrowing shall become a Floating Rate Advance: (i) in the case of a LIBOR Advance, on the last day of the then current Interest Period, respectively, Period applicable thereto (or on such earlier date as may be required to comply with any applicable Law). ; and (2ii) The Administrative Agent shall promptly notify in the Borrower case of a U.S. Base Rate Advance, immediately, in a principal amount equal, in each case, to the Equivalent Cdn. $ Amount of the suspension of related U.S. Dollar Advance determined on the Borrower’s right to request a Libor date on which such Advance or Euro Advance from the Lenders and of the termination of any such suspensionbecomes denominated in Canadian Dollars.

Circumstances Requiring Floating Rate Pricing. (1) If the Administrative Agent a Lender determines acting reasonably in good faith and notifies Open Text in writing and the Borrower Administrative Agent that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to such Lender; (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Libor Rate or Eurolibor Eurodollar Rate; (iiiii) the making or continuation of any Libor Advances or Euro LIBOR Advances has been made impracticable (x) by the occurrence of a contingency (other than a mere increase in rates payable by such Lender to fund the Advances or a decrease in the creditworthiness of such Lender) which adversely affects the funding of the Credit Term Loan Facility at any interest rate computed on the basis of the Libor Rate or Eurolibor Eurodollar Rate, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity Authority which affects the Lenders such Lender or any relevant financial market and which results in the Libor Rate or Eurolibor Eurodollar Rate no longer representing the effective cost to the Lenders such Lender of deposits in such market; or (iiiiv) any change to any Law or any future Law or in the interpretation or application thereof by any Governmental EntityAuthority, has made it unlawful for the Lenders such Lender to make or maintain or to give effect to its obligations in respect of such Advances as contemplated hereby, then, (a) the right of the Borrower to select Libor Advances or Euro LIBOR Advances, as the case may be, from the Administrative Agent such Lender shall be suspended until the Administrative Agent such Lender determines acting reasonably and in good faith that the circumstances causing the suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; (b) if any requested Libor affected LIBOR Advance or Euro Advance has is not been madeyet outstanding, any applicable Borrowing Notice shall be suspended until the Administrative Agent such Lender acting reasonably and in good faith determines that the circumstances causing such suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; and (c) if any Libor LIBOR Advance or Euro Advance, as applicable, is already outstanding at any time when the right of the Borrower to select a Libor Advance or Euro Advance, as applicable, LIBOR Advances is suspended, it and all other Libor LIBOR Advances or Euro Advances in the same Borrowing with respect to such Lender shall be converted automatically into a Base Rate (Canadasubject to Borrower having the right to select the relevant Type of Advance at such time) become an ABR Advance on the last day of the then current Interest Period or Euro Interest Period, respectively, applicable thereto (or on such earlier date as may be required to comply with any applicable Law). (2) The Administrative Agent shall promptly notify the Borrower Open Text of the suspension of the Borrower’s its right to request a Libor Advance or Euro LIBOR Advance from the Lenders such Lender and of the termination of any such suspension. Upon notice from the Administrative Agent of the suspension of the right to request a LIBOR Advance from such Lender, Open Text may (i) either replace such Lender with a substitute Lender or Lenders, in which event such Lender shall execute and deliver an assignment and assumption agreement in favour of such substitute Lender or Lenders pursuant to Section 15.01(2)(d) in respect of the whole of its Commitments; or (ii) prepay all Accommodations Outstanding of such affected Lender and thereupon reduce such affected Lender’s Commitments to nil, all without affecting the Commitments of any other Lenders.

Circumstances Requiring Floating Rate Pricing. (1) If the Administrative Agent a Lender determines acting reasonably in good faith and notifies Open Text in writing and the Borrower Administrative Agent that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to such Lender; (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Libor Rate or Eurolibor LIBOR Rate; (iiiii) the making or continuation of any Libor Advances or Euro LIBOR Advances has been made impracticable (x) by the occurrence of a contingency (other than a mere increase in rates payable by such Lender to fund the Advances or a decrease in the creditworthiness of such Lender) which adversely affects the funding of the applicable Credit Facility at any interest rate computed on the basis of the Libor Rate or Eurolibor LIBOR Rate, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity Authority which affects the Lenders such Lender or any relevant financial market and which results in the Libor Rate or Eurolibor LIBOR Rate no longer representing the effective cost to the Lenders such Lender of deposits in such market; or (iiiiv) any change to any Law or any future Law or in the interpretation or application thereof by any Governmental EntityAuthority, has made it unlawful for the Lenders such Lender to make or maintain or to give effect to its obligations in respect of such Advances as contemplated hereby, then, (a) the right of the a Borrower to select Libor Advances or Euro LIBOR Advances, as the case may be, from the Administrative Agent such Lender shall be suspended until the Administrative Agent such Lender determines acting reasonably and in good faith that the circumstances causing the suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; (b) if any requested Libor affected LIBOR Advance or Euro Advance has is not been madeyet outstanding, any applicable Borrowing Notice shall be suspended until the Administrative Agent such Lender acting reasonably and in good faith determines that the circumstances causing such suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; and (c) if any Libor LIBOR Advance or Euro Advance, as applicable, is already outstanding at any time when the right of the applicable Borrower to select a Libor Advance or Euro Advance, as applicable, LIBOR Advances is suspended, it and all other Libor LIBOR Advances in the same Borrowing with respect to such Lender shall (subject to applicable Borrower having the right to select the relevant Type of Advance at such time) become an ABR Advance, in the case of the Term Loan Facility or Euro Advances shall be converted automatically into a Base Rate (Canada) Advance the Revolving Credit Facility on the last day of the then current Interest Period or Euro Interest Period, respectively, applicable thereto (or on such earlier date as may be required to comply with any applicable Law). (2) The Administrative Agent shall promptly notify the Borrower Open Text of the suspension of the Borrower’s its right to request a Libor Advance or Euro LIBOR Advance from the Lenders such Lender and of the termination of any such suspension. Upon notice from the Administrative Agent of the suspension of the right to request a LIBOR Advance from such Lender, Open Text may (i) either replace such Lender with a substitute Lender or Lenders, in which event such Lender shall execute and deliver an assignment and assumption agreement in favour of such substitute Lender or Lenders pursuant to Section 16.01(2)(e) in respect of the whole of its Commitments; or (ii) prepay all Accommodations Outstanding of such affected Lender and thereupon reduce such affected Lender’s Commitments to nil, all without affecting the Commitments of any other Lenders.

Circumstances Requiring Floating Rate Pricing. (1) If the Administrative Agent a Lender determines acting reasonably in good faith and notifies Open Text in writing and the Borrower Administrative Agent that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to such Lender; (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Libor Rate or Eurolibor Eurodollar Rate; (iiiii) the making or continuation of any Libor Advances or Euro LIBOR Advances has been made impracticable (x) by the occurrence of a contingency (other than a mere increase in rates payable by such Lender to fund the Advances or a decrease in the creditworthiness of such Lender) which adversely affects the funding of the Revolving Credit Facility at any interest rate computed on the basis of the Libor Rate or Eurolibor Eurodollar Rate, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity Authority which affects the Lenders such Lender or any relevant financial market and which results in the Libor Rate or Eurolibor Eurodollar Rate no longer representing the effective cost to the Lenders such Lender of deposits in such market; or (iiiiv) any change to any Law or any future Law or in the interpretation or application thereof by any Governmental EntityAuthority, has made it unlawful for the Lenders such Lender to make or maintain or to give effect to its obligations in respect of such Advances as contemplated hereby, then, (a) the right of the a Borrower to select Libor Advances or Euro LIBOR Advances, as the case may be, from the Administrative Agent such Lender shall be suspended until the Administrative Agent such Lender determines acting reasonably and in good faith that the circumstances causing the suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; (b) if any requested Libor affected LIBOR Advance or Euro Advance has is not been madeyet outstanding, any applicable Borrowing Notice shall be suspended until the Administrative Agent such Lender acting reasonably and in good faith determines that the circumstances causing such suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; and (c) if any Libor LIBOR Advance or Euro Advance, as applicable, is already outstanding at any time when the right of the applicable Borrower to select a Libor Advance or Euro Advance, as applicable, LIBOR Advances is suspended, it and all other Libor LIBOR Advances or Euro Advances in the same Borrowing with respect to such Lender shall be converted automatically into a Base Rate (Canadasubject to applicable Borrower having the right to select the relevant Type of Advance at such time) become an ABR Advance on the last day of the then current Interest Period or Euro Interest Period, respectively, applicable thereto (or on such earlier date as may be required to comply with any applicable Law). (2) The Administrative Agent shall promptly notify the Borrower Open Text of the suspension of the Borrower’s its right to request a Libor Advance or Euro LIBOR Advance from the Lenders such Lender and of the termination of any such suspension. Upon notice from the Administrative Agent of the suspension of the right to request a LIBOR Advance from such Lender, Open Text may (i) either replace such Lender with a substitute Lender or Lenders, in which event such Lender shall execute and deliver an assignment and assumption agreement in favour of such substitute Lender or Lenders pursuant to Section 16.01(2)(e) in respect of the whole of its Commitments; or (ii) prepay all Accommodations Outstanding of such affected Lender and thereupon reduce such affected Lender’s Commitments to nil, all without affecting the Commitments of any other Lenders.

Circumstances Requiring Floating Rate Pricing. (1) If the Administrative Agent a Lender determines acting reasonably in good faith and notifies Open Text in writing and the Borrower Administrative Agent that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to such Lender; (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Libor Rate or Eurolibor LIBOR Rate; (iiiii) the making or continuation of any Libor Advances or Euro LIBOR Advances has been made impracticable (x) by the occurrence of a contingency (other than a mere increase in rates payable by such Lender to fund the Advances or a decrease in the creditworthiness of such Lender) which adversely affects the funding of the applicable Credit Facility at any interest rate computed on the basis of the Libor Rate or Eurolibor LIBOR Rate, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity Authority which affects the Lenders such Lender or any relevant financial market and which results in the Libor Rate or Eurolibor LIBOR Rate no longer representing the effective cost to the Lenders such Lender of deposits in such market; or (iiiiv) any change to any Law or any future Law or in the interpretation or application thereof by any Governmental EntityAuthority, has made it unlawful for the Lenders such Lender to make or maintain or to give effect to its obligations in respect of such Advances as contemplated hereby, then, (a) the right of the a Borrower to select Libor Advances or Euro LIBOR Advances, as the case may be, from the Administrative Agent such Lender shall be suspended until the Administrative Agent such Lender determines acting reasonably and in good faith that the circumstances causing the suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; (b) if any requested Libor affected LIBOR Advance or Euro Advance has is not been madeyet outstanding, any applicable Borrowing Notice shall be suspended until the Administrative Agent such Lender acting reasonably and in good faith determines that the circumstances causing such suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; and (c) if any Libor LIBOR Advance or Euro Advance, as applicable, is already outstanding at any time when the right of the applicable Borrower to select a Libor Advance or Euro Advance, as applicable, LIBOR Advances is suspended, it and all other Libor LIBOR Advances in the same Borrowing with respect to such Lender shall (subject to applicable Borrower having the right to select the relevant Type of Advance at such time) become an ABR Rate Advance, in the case of the Term Loan Facility or Euro Advances shall be converted automatically into the U.S. Revolving Credit Facility, or a U.S. Base Rate (Canada) Advance Advance, in the case of the Canadian Revolving Credit Facility, in each case on the last day of the then current Interest Period or Euro Interest Period, respectively, applicable thereto (or on such earlier date as may be required to comply with any applicable Law). (2) The Administrative Agent shall promptly notify the Borrower Open Text of the suspension of the Borrower’s its right to request a Libor Advance or Euro LIBOR Advance from the Lenders such Lender and of the termination of any such suspension. Upon notice from the Administrative Agent of the suspension of the right to request a LIBOR Advance from such Lender, Open Text may (i) either replace such Lender with a substitute Lender or Lenders, in which event such Lender shall execute and deliver an assignment and assumption agreement in favour of such substitute Lender or Lenders pursuant to Section 17.01(2)(f) in respect of the whole of its Commitments; or (ii) prepay all Accommodations Outstanding of such affected Lender and thereupon reduce such affected Lender’s Commitments to nil, all without affecting the Commitments of any other Lenders.

Circumstances Requiring Floating Rate Pricing. (1) If the Administrative Agent a Lender determines acting reasonably in good faith and notifies the Borrower and the Administrative Agent in writing that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to such Lender; (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Libor Rate or Eurolibor RateAdjusted Term SOFR; (iiiii) the making or continuation of any Libor Advances or Euro SOFR Advances has been made impracticable (x) by the occurrence of a contingency (other than a mere increase in rates payable by such Lender to fund the Advances or a decrease in the creditworthiness of such Lender) which adversely affects the funding of the Credit Facility at any interest rate computed on the basis of the Libor Rate or Eurolibor RateAdjusted Term SOFR, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity Authority which affects the Lenders such Lender or any relevant financial market and which results in the Libor Rate or Eurolibor Rate Adjusted Term SOFR no longer representing the effective cost to the Lenders such Lender of deposits in such market; or (iiiiv) any change to any Law or any future Law or in the interpretation or application thereof by any Governmental EntityAuthority, has made it unlawful for the Lenders such Lender to make or maintain or to give effect to its obligations in respect of such SOFR Advances as contemplated hereby, then, (a) the right of the Borrower to select Libor Advances or Euro SOFR Advances, as the case may be, from the Administrative Agent such Lender shall be suspended until the Administrative Agent such Lender determines acting reasonably in good faith that the circumstances causing the suspension no longer exist and the Administrative Agent such Xxxxxx so notifies the BorrowerAdministrative Agent; (b) if any requested Libor affected SOFR Advance or Euro Advance has is not been madeyet outstanding, any applicable Borrowing Notice shall be suspended until the Administrative Agent such Lender determines acting reasonably in good faith that the circumstances causing such suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; and (c) if any Libor SOFR Advance or Euro Advance, as applicable, is already outstanding at any time when the right of the Borrower to select a Libor Advance or Euro Advance, as applicable, SOFR Advances is suspended, it and all other Libor SOFR Advances or Euro Advances in the same Borrowing with respect to such Lender shall be converted automatically into (subject to the Borrower having the right to select the relevant Type of Advance at such time) become a U.S. Base Rate (Canada) Advance on the last day of the then current Interest Period or Euro Interest Period, respectively, applicable thereto (or on such earlier date as may be required to comply with any applicable Law). (2) The Administrative Agent shall promptly notify the Borrower of the suspension of the Borrower’s its right to request a Libor Advance or Euro SOFR Advance from the Lenders such Lender and of the termination of any such suspension. Upon notice from the Administrative Agent of the suspension of the right to request a SOFR Advance from such Lender, the Borrower may (i) either replace such Lender with a substitute Lender or Lenders, in which event such Lender shall execute and deliver an Assignment and Assumption in favour of such substitute Lender or Lenders pursuant to Section 17.01(2)(f) in respect of the whole of its Commitments; or (ii) prepay all Accommodations Outstanding of such affected Lender and thereupon reduce such affected Lender’s Commitments to nil, all without affecting the Commitments of any other Lenders.

Circumstances Requiring Floating Rate Pricing. (1) If the Administrative Agent a Lender determines acting reasonably in good faith and notifies the Borrower and the Administrative Agent in writing that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to such Lender; (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Libor Rate or Eurolibor LIBOR Rate; (iiiii) the making or continuation of any Libor Advances or Euro LIBOR Advances has been made impracticable (x) by the occurrence of a contingency (other than a mere increase in rates payable by such Lender to fund the Advances or a decrease in the creditworthiness of such Lender) which adversely affects the funding of the Credit Facility at any interest rate computed on the basis of the Libor Rate or Eurolibor LIBOR Rate, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity Authority which affects the Lenders such Lender or any relevant financial market and which results in the Libor Rate or Eurolibor LIBOR Rate no longer representing the effective cost to the Lenders such Lender of deposits in such market; or (iiiiv) any change to any Law or any future Law or in the interpretation or application thereof by any Governmental EntityAuthority, has made it unlawful for the Lenders such Lender to make or maintain or to give effect to its obligations in respect of such LIBOR Advances as contemplated hereby, then, (a) the right of the Borrower to select Libor Advances or Euro LIBOR Advances, as the case may be, from the Administrative Agent such Lender shall be suspended until the Administrative Agent such Lender determines acting reasonably in good faith that the circumstances causing the suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; (b) if any requested Libor affected LIBOR Advance or Euro Advance has is not been madeyet outstanding, any applicable Borrowing Notice shall be suspended until the Administrative Agent such Lender determines acting reasonably in good faith that the circumstances causing such suspension no longer exist and the Administrative Agent such Lender so notifies the BorrowerAdministrative Agent; and (c) if any Libor LIBOR Advance or Euro Advance, as applicable, is already outstanding at any time when the right of the Borrower to select a Libor Advance or Euro Advance, as applicable, LIBOR Advances is suspended, it and all other Libor LIBOR Advances or Euro Advances in the same Borrowing with respect to such Lender shall be converted automatically into (subject to the Borrower having the right to select the relevant Type of Advance at such time) become a U.S. Base Rate (Canada) Advance on the last day of the then current Interest Period or Euro Interest Period, respectively, applicable thereto (or on such earlier date as may be required to comply with any applicable Law). (2) The Administrative Agent shall promptly notify the Borrower of the suspension of the Borrower’s its right to request a Libor Advance or Euro LIBOR Advance from the Lenders such Lender and of the termination of any such suspension. Upon notice from the Administrative Agent of the suspension of the right to request a LIBOR Advance from such Lender, the Borrower may (i) either replace such Lender with a substitute Lender or Lenders, in which event such Lender shall execute and deliver an Assignment and Assumption in favour of such substitute Lender or Lenders pursuant to Section 17.01(2)(f) in respect of the whole of its Commitments; or (ii) prepay all Accommodations Outstanding of such affected Lender and thereupon reduce such affected Lender’s Commitments to nil, all without affecting the Commitments of any other Lenders.