Common use of Inability to Determine LIBO Rate Clause in Contracts

Inability to Determine LIBO Rate. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Revolving Lenders notify the Agent (with, in the case of the Majority Revolving Lenders, a copy to Borrower) that the Borrower or the Majority Revolving Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including, without limitation, because the LIBO Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; (ii) the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); (iii) the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and such circumstances are unlikely to be temporary; or (iv) new syndicated credit facilities that are currently being executed, or existing syndicated credit facilities that include language similar to that contained in this Section 13.7, are generally being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement to replace the LIBO Rate 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 US Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBO Rate Successor Rate”), which amendment shall also set forth any proposed LIBO Rate Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) five (5) Banking Days after the Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Majority Revolving Lenders have delivered to the Agent written notice that such Majority Revolving Lenders do not accept such amendment. (b) If no LIBO Rate Successor Rate has been determined pursuant to Section 13.7(a) and: (i) the circumstances described in Section 13.7(a)(i) exist; (ii) the Scheduled Unavailability Date has occurred; (iii) if the Agent or the Majority Lenders have reasonably determined that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan and such circumstances are unlikely to be temporary; or (iv) if the Agent (in consultation with the Borrower) or the Majority Revolving Lenders have reasonably determined that the market has moved to a successor rate that has become broadly accepted in the syndicated loan market in Canada, then the Agent will promptly so notify the Borrower and each Revolving Lender and the Operating Lender. Thereafter, (A) the obligation of the Revolving Lenders and the Operating Lender to make or maintain LIBO Rate Loans shall be suspended, (to the extent of the affected LIBO Rate Loans or Interest Periods), and (B) the LIBO Rate component shall no longer be utilized in determining the US Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Drawdown of, Conversion to or Rollover of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Drawdown of, Conversion to or Rollover of USBR Loans. (c) Notwithstanding anything else herein, any definition of LIBO Rate Successor Rate shall provide that in no event shall such LIBO Rate Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine LIBO Rate. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentTransaction Agreement, if upon the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Revolving Lenders notify the Agent (with, in the case occurrence of the Majority Revolving Lenders, a copy to Borrower) that the Borrower or the Majority Revolving Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including, without limitation, because the LIBO Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; (ii) the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available, or used for determining the interest rate of loans (such specific dateBenchmark Transition Event, the “Scheduled Unavailability Date”); (iii) the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and such circumstances are unlikely to be temporary; or (iv) new syndicated credit facilities that are currently being executed, or existing syndicated credit facilities that include language similar to that contained in this Section 13.7, are generally being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent Buyer and the Borrower Seller may amend this Agreement to replace the LIBO Rate 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 US Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBO Rate Successor Rate”), which amendment shall also set forth any proposed LIBO Rate Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) five (5) Banking Days after the Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Majority Revolving Lenders have delivered to the Agent written notice that such Majority Revolving Lenders do not accept such amendmentBenchmark Replacement. (b) If no LIBO Rate Successor Rate has been determined pursuant to Section 13.7(a) and: The Buyer will promptly notify the Seller of (i) the circumstances described in Section 13.7(a)(i) exist; any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the Scheduled Unavailability Date has occurred; implementation of any Benchmark Replacement, (iii) if the Agent effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Majority Lenders have reasonably determined that the LIBO Rate for Buyer pursuant to this Section 13, including any requested Interest Period determination with respect to a proposed LIBO Rate Loan does not adequately tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and fairly reflect the cost any decision to such Lenders of funding such Loan take or refrain from taking any action, will be conclusive and such circumstances are unlikely binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to be temporary; orthis Section 13. (ivc) Upon the Seller’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Seller may revoke any pending Transaction Notice that calculates the Pricing Rate by reference to the LIBO Rate. During any Benchmark Unavailability Period, (i) if the Agent LIBO Rate can reasonably be determined by the Buyer pursuant to clause (in consultation with b) of the Borrower) or the Majority Revolving Lenders have reasonably determined that the market has moved to a successor rate that has become broadly accepted in the syndicated loan market in Canadadefinition thereof, then the Agent will promptly so notify the Borrower and each Revolving Lender and the Operating Lender. Thereafter, (A) the obligation of the Revolving Lenders and the Operating Lender to make or maintain LIBO Rate Loans shall be suspended, (to the extent of the affected LIBO Rate Loans or Interest Periods), so determined and (Bii) if the LIBO Rate component cannot reasonably be determined by the Buyer pursuant to clause (b) of the definition thereof, the LIBO Rate shall no longer be utilized in determining the US Base Rate. Upon receipt Pricing Rate and the MUFG Cost of such notice, Funds Rate shall be used instead of the Borrower may revoke any pending request for a Drawdown of, Conversion to or Rollover of LIBO Rate Loans (to in determining the extent of the affected LIBO Pricing Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Drawdown of, Conversion to or Rollover of USBR Loanseach Transaction. (cd) Notwithstanding In connection with the implementation of a Benchmark Replacement, the Buyer will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything else hereinto the contrary herein or in any other Transaction Agreement, any definition amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of LIBO Rate Successor Rate shall provide that in no event shall such LIBO Rate Successor Rate be less than zero for purposes of any other party to this Agreement.

Inability to Determine LIBO Rate. (ai) Notwithstanding anything to In the contrary in this Agreement or any other Loan Documentevent, if the Agent determines shall determine (which determination shall be conclusive deemed presumptively correct absent manifest error), or the Borrower or the Majority Revolving Lenders notify the Agent (with, in the case of the Majority Revolving Lenders, a copy to Borrower) that (a) the Borrower or the Majority Revolving Lenders (as applicablecircumstances set forth in Section 4.5(ii) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including, without limitation, because the LIBO Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; (ii) the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); (iii) the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, arisen and such circumstances are unlikely to be temporary; or (ivb) new syndicated credit facilities that are currently being executed, a public statement or existing syndicated credit facilities that include language similar to that contained in this Section 13.7, are generally being executed publication of information (1) by or amended (as applicable) to incorporate on behalf of the administrator of the LIBO Rate; or adopt a new benchmark interest rate to replace by the regulatory supervisor for the administrator of the LIBO Rate, thenthe U.S. Federal Reserve System, reasonably promptly after an insolvency official with jurisdiction over the administrator for the LIBO Rate, a resolution authority with jurisdiction over the administrator for the LIBO Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBO Rate; in each case which states that such determination administrator has ceased or will cease to provide the LIBO Rate, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide the LIBO Rate, (2) by the Agent administrator of the LIBO Rate that it has invoked or receipt will invoke, permanently or indefinitely, its insufficient submissions policy, or (3) by the regulatory supervisor for the administrator of the LIBO Rate or any governmental authority having jurisdiction over the Agent announcing that the LIBO Rate is no longer representative or may no longer be used; (c) the LIBO Rate rate is not published by the administrator of the LIBO Rate for five (5) consecutive Business Days and such noticefailure is not the result of a temporary moratorium, as applicableembargo or disruption declared by the administrator of the LIBO Rate or by the regulatory supervisor for the administrator of the LIBO Rate; or (d) a new index rate has become a widely-recognized replacement benchmark rate for the LIBO Rate in newly originated loans denominated in U.S. dollars in the U.S. market; then, the Agent and may, in consultation with the Borrower may Seller amend this Agreement as described below to replace the LIBO Rate with an alternate alternative benchmark rate (including any mathematical or rate, and make other adjustments to the benchmark (if any) incorporated therein)related amendments, in each case giving due consideration to any evolving or then existing convention for similar US Dollar U.S. dollar denominated syndicated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities (ii) the Agent shall provide notice to the Seller of an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Agent, for such alternative benchmarks the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (any such proposed rateincluding, a “LIBO Rate Successor Rate”without limitation, Section 14.1), which amendment shall also set forth any proposed LIBO Rate Successor Rate Conforming Changes and any such amendment shall 12660228v2 become effective at 5:00 p.m. (Toronto time) five (5) Banking Days after the Agent shall have posted such proposed amendment without any further action or consent of any other party to all Lenders unless, prior to such time, Lenders comprising the Majority Revolving Lenders have delivered this Agreement upon delivery of notice to the Agent written notice that such Majority Revolving Lenders do not accept such amendmentSeller; and (iii) for the avoidance of doubt, following the date when a determination is made pursuant to Section 4.7(a)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of Section 4.7(a)(ii) above, all Capital shall accrue interest at, and the Discount Rate shall be, the Alternate Base Rate. (b) If no LIBO Rate Successor Rate has been determined pursuant Notwithstanding anything to Section 13.7(a) and: (i) the circumstances described in Section 13.7(a)(i) exist; (ii) contrary contained herein, if at any time the Scheduled Unavailability Date has occurred; (iii) if the Agent or the Majority Lenders have reasonably determined that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan and such circumstances are unlikely to be temporary; or (iv) if the Agent (in consultation with the Borrower) or the Majority Revolving Lenders have reasonably determined that the market has moved to a successor rate that has become broadly accepted in the syndicated loan market in Canadareplacement index is less than zero, then the Agent will promptly so notify the Borrower and each Revolving Lender and the Operating Lender. Thereafterat such times, (A) the obligation of the Revolving Lenders and the Operating Lender to make or maintain LIBO Rate Loans such index shall be suspended, (to the extent of the affected LIBO Rate Loans or Interest Periods), and (B) the LIBO Rate component shall no longer be utilized in determining the US Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Drawdown of, Conversion to or Rollover of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Drawdown of, Conversion to or Rollover of USBR Loans. (c) Notwithstanding anything else herein, any definition of LIBO Rate Successor Rate shall provide that in no event shall such LIBO Rate Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine LIBO Rate. (a) Notwithstanding anything In the event, and on each occasion, that on or prior to the contrary in this Agreement first day of any Interest Period for any Loan: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that adequate and fair means do not exist for ascertaining the Adjusted LIBO Rate (including because the Screen Rate is not available or published on a current basis) for such Interest Period; or (ii) the Required Lenders advise the Administrative Agent that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of funding Loans for such Interest Period; the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders. (b) If at any other Loan Document, if time the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Revolving Lenders notify the Agent (with, in the case of the Majority Revolving Lenders, a copy to Borrower) that the Borrower or the Majority Revolving Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including, without limitation, because the LIBO Rate is not available or published on a current basis, circumstances set forth in paragraph (a)(i) of this Section 2.08 have arisen and such circumstances are unlikely to be temporary; temporary or (ii) the circumstances set forth in paragraph (a)(i) of this Section 2.08 have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be made available, or used for determining interest rates for loans, then the interest Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to that based on the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans (denominated in Pounds at such specific date, the “Scheduled Unavailability Date”); (iii) the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loantime, and shall enter into an amendment to this Agreement to reflect such circumstances are unlikely alternate rate of interest and such other related changes to be temporary; or (iv) new syndicated credit facilities that are currently being executed, or existing syndicated credit facilities that include language similar to that contained in this Section 13.7, are generally being executed or amended (Agreement as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend determine to be appropriate (but for the avoidance of doubt, such related changes shall not include a reduction in the Applicable Percentage); provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement to replace the LIBO Rate with an alternate benchmark rate (including any mathematical or other adjustments Agreement. Notwithstanding anything to the benchmark (if any) incorporated therein)contrary in Section 9.08, giving due consideration to any evolving or then existing convention for similar US Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBO Rate Successor Rate”), which amendment shall also set forth any proposed LIBO Rate Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) five (5) Banking Days after without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have posted received, within five Business Days of the date a copy of such proposed amendment is provided to all the Lenders, a written notice from the Required Lenders unless, prior stating that such Required Lenders object to such time, Lenders comprising the Majority Revolving Lenders have delivered to the Agent written notice that amendment and if no such Majority Revolving Lenders do not accept such amendment. (b) If no LIBO Rate Successor Rate has been amendment is entered into or other alternate rate of interest is otherwise determined pursuant to this Section 13.7(a) and: 2.08, the Screen Rate previously in effect prior to the occurrence of the events described in clauses (i) the circumstances described in Section 13.7(a)(i) exist; and (ii) the Scheduled Unavailability Date has occurred; (iii) if the Agent or the Majority Lenders have reasonably determined that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan and such circumstances are unlikely to be temporary; or (iv) if the Agent (above shall remain in consultation with the Borrower) or the Majority Revolving Lenders have reasonably determined that the market has moved to a successor rate that has become broadly accepted in the syndicated loan market in Canada, then the Agent will promptly so notify the Borrower and each Revolving Lender and the Operating Lender. Thereafter, (A) the obligation of the Revolving Lenders and the Operating Lender to make or maintain LIBO Rate Loans shall be suspended, (to the extent of the affected LIBO Rate Loans or Interest Periods), and (B) the LIBO Rate component shall no longer be utilized in determining the US Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Drawdown of, Conversion to or Rollover of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Drawdown of, Conversion to or Rollover of USBR Loanseffect. (c) Notwithstanding anything else herein, any definition of LIBO Rate Successor Rate shall provide that in no event shall such LIBO Rate Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine LIBO Rate. (ai) Notwithstanding anything to In the contrary in this Agreement or any other Loan Documentevent, if the Agent determines shall determine (which determination shall be conclusive deemed presumptively correct absent manifest error), or the Borrower or the Majority Revolving Lenders notify the Agent (with, in the case of the Majority Revolving Lenders, a copy to Borrower) that (a) the Borrower or the Majority Revolving Lenders (as applicablecircumstances set forth in Section 4.5(ii) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including, without limitation, because the LIBO Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; (ii) the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); (iii) the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, arisen and such circumstances are unlikely to be temporary; or (ivb) new syndicated credit facilities that are currently being executed, a public statement or existing syndicated credit facilities that include language similar to that contained in this Section 13.7, are generally being executed publication of information (1) by or amended (as applicable) to incorporate on behalf of the administrator of the LIBO Rate; or adopt a new benchmark interest rate to replace by the regulatory supervisor for the administrator of the LIBO Rate, thenthe U.S. Federal Reserve System, reasonably promptly after an insolvency official with jurisdiction over the administrator for the LIBO Rate, a resolution authority with jurisdiction over the administrator for the LIBO Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBO Rate; in each case which states that such determination administrator has ceased or will cease to provide the LIBO Rate, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide the LIBO Rate, (2) by the Agent administrator of the LIBO Rate that it has invoked or receipt will invoke, permanently or indefinitely, its insufficient submissions policy, or (3) by the regulatory supervisor for the administrator of the LIBO Rate or any governmental authority having jurisdiction over the Agent announcing that the LIBO Rate is no longer representative or may no longer be used; (c) the LIBO Rate rate is not published by the administrator of the LIBO Rate for five (5) consecutive Business Days and such noticefailure is not the result of a temporary moratorium, as applicableembargo or disruption declared by the administrator of the LIBO Rate or by the regulatory supervisor for the administrator of the LIBO Rate; or (d) a new index rate has become a widely-recognized replacement benchmark rate for the LIBO Rate in newly originated loans denominated in U.S. dollars in the U.S. market; then, the Agent and may, in consultation with the Borrower may Seller amend this Agreement as described below to replace the LIBO Rate with an alternate alternative benchmark rate (including any mathematical or rate, and make other adjustments to the benchmark (if any) incorporated therein)related amendments, in each case giving due consideration to any evolving or then existing convention for similar US Dollar U.S. dollar denominated syndicated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities (ii) the Agent shall provide notice to the Seller of an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Agent, for such alternative benchmarks the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (any such proposed rateincluding, a “LIBO Rate Successor Rate”without limitation, Section 14.1), which amendment shall also set forth any proposed LIBO Rate Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) five (5) Banking Days after the Agent shall have posted such proposed amendment without any further action or consent of any other party to all Lenders unless, prior to such time, Lenders comprising the Majority Revolving Lenders have delivered this Agreement upon delivery of notice to the Agent written notice that such Majority Revolving Lenders do not accept such amendmentSeller; and (iii) for the avoidance of doubt, following the date when a determination is made pursuant to Section 4.7(a)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of Section 4.7(a)(ii) above, all Capital shall accrue interest at, and the Discount Rate shall be, the Alternate Base Rate. (b) If no LIBO Rate Successor Rate has been determined pursuant Notwithstanding anything to Section 13.7(a) and: (i) the circumstances described in Section 13.7(a)(i) exist; (ii) contrary contained herein, if at any time the Scheduled Unavailability Date has occurred; (iii) if the Agent or the Majority Lenders have reasonably determined that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan and such circumstances are unlikely to be temporary; or (iv) if the Agent (in consultation with the Borrower) or the Majority Revolving Lenders have reasonably determined that the market has moved to a successor rate that has become broadly accepted in the syndicated loan market in Canadareplacement index is less than zero, then the Agent will promptly so notify the Borrower and each Revolving Lender and the Operating Lender. Thereafterat such times, (A) the obligation of the Revolving Lenders and the Operating Lender to make or maintain LIBO Rate Loans such index shall be suspended, (to the extent of the affected LIBO Rate Loans or Interest Periods), and (B) the LIBO Rate component shall no longer be utilized in determining the US Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Drawdown of, Conversion to or Rollover of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Drawdown of, Conversion to or Rollover of USBR Loans. (c) Notwithstanding anything else herein, any definition of LIBO Rate Successor Rate shall provide that in no event shall such LIBO Rate Successor Rate be less than zero for purposes of this Agreement.. 12733016439 11089703 12