Common use of Interest Rate Unascertainable, Inadequate or Unfair Clause in Contracts

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Rate then being determined is to be fixed or (ii) the Required Class Lenders of the affected Facility notify the Agent that the Eurocurrency Rate or the BA Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest Period, the Agent shall forthwith so notify the U.S. Borrower and the Lenders, whereupon (x) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiations.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate, the Benchmark LIBOR Rate or the BA Rate then being determined is to be fixed or (ii) the Required Class Lenders of the affected Facility notify the Agent that the Eurocurrency Rate, the Benchmark LIBOR Rate or the BA Rate for any Interest Period (or, in the case of the Benchmark LIBOR Rate, other period) will not adequately reflect the cost to the Lenders of making or maintaining such Loans or LC Facility Deposits in the applicable currency for such Interest PeriodPeriod or other period, the Agent shall forthwith so notify the U.S. Borrower and the Lenders, whereupon (w) the LC Facility Deposits shall be invested so as to earn a return equal to the greater of the Federal Funds Effective Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation, (x) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Revolving Lenders and the U.S. Term Loan Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Canadian Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiations.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (iA) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA LIBO Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (iiB) the Required Class Lenders of the affected Facility notify the Administrative Agent that the Eurocurrency Rate or the BA LIBO Rate for any Interest such Calculation Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining such Loans in the applicable currency their Advances (or its Advance) for such Interest PeriodCalculation Period (determined in their commercially reasonable credit judgment), the Administrative Agent shall forthwith so notify the U.S. Borrower Company and the Lenders, whereupon (x) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency any Advance that accrues interest based on the LIBO Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the U.S. Borrower Company that the Required Class Lenders under the affected Facility have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, (y) each BA Rate Loan shall automaticallyif any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the current Interest Calculation Period for (or the next succeeding Business Day if such Loanday is not a Business Day), convert into a Canadian such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Company may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Company, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (iii) In connection with the implementation of a Benchmark Replacement, the Administrative Agent, with the consent of the Company, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement other than the Administrative Agent and the Company. (iv) The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Without limiting any consent rights of the Company under this Agreement, any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 3.01(h), including any determination with respect to a tenor, rate or adjustment or the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and 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 this Section 3.01(h). (v) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, any Request for Advance shall be ineffective and (y) the obligations of the Revolving Lenders to make BA Rate Loans Advances shall be ineffective. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the LIBO Rate, then on the last day of the Calculation Period applicable to such Advance (or to convert Canadian the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate Loans into BA Rate Loans shall be suspended until plus the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, Applicable Margin as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsday.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that at least one (1) Business Day before a Eurodollar Interest Rate Determination Date: (i) the Administrative Agent determines that deposits in Dollars or the Alternative Currency (in the applicable amounts) are not being offered in the London interbank market for such Eurodollar Interest Period; or (ii) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Eurodollar Rate then being determined is to be fixed or fixed; or (iiiii) the Required Class Requisite Lenders of advise the affected Facility notify the Administrative Agent that the Eurocurrency Rate or the BA Eurodollar Rate for any Interest Period Eurodollar Rate Loans comprising such Borrowing will not adequately reflect the cost to the such Requisite Lenders of making or maintaining obtaining funds in Dollars in the London interbank market in the amount substantially equal to such Lenders’ Eurodollar Rate Loans in Dollars or the Alternative Currency and for a period equal to such Eurodollar Interest Period; or (iv) the applicable currency Lender(s) advise the Administrative Agent that the Eurodollar Rate for Eurodollar Money Market Loans comprising such Borrowing will not adequately reflect the cost to such Lender(s) of obtaining funds in Dollars in the London Interbank market in the amount substantially equal to such Lender(s)’ Money Market Loans in Dollars and for a period equal to such Eurodollar Interest Period, ; then the Administrative Agent shall forthwith so notify give notice thereof to the U.S. Borrower and the Lendersapplicable Qualified Borrower, whereupon (xuntil the Administrative Agent notifies the Borrower and the applicable Qualified Borrower that the circumstances giving rise to such suspension no longer exist) the right of the Borrower and the such Qualified Borrower to elect to have Loans bear interest based upon the Eurodollar Rate shall be suspended and each affected Eurocurrency outstanding Eurodollar Rate Loan denominated in Dollars and Eurodollar Money Market Loan shall automatically, be converted into a Base Rate Loan on the last day of the then current Interest Period for such Loantherefor, convert into a Base Rate Loan and notwithstanding any prior election by the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationscontrary.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (iA) the Administrative Agent determines in good faith that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency EURIBOR Rate or the BA Rate then being is determined is to be fixed or (iiB) the Required Class Lenders of the affected Facility determine in good faith and notify the Administrative Agent that the Eurocurrency Rate or the BA EURIBOR Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest Period (an “Affected Interest Period”), the Administrative Agent shall forthwith so notify give notice thereof (a “Rate Determination Notice”) to the U.S. Borrower and the LendersLenders as soon as practicable thereafter. If such notice is given, whereupon during the thirty-day period following such Rate Determination Notice (xthe “Negotiation Period”) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Administrative Agent and the applicable Borrower, as applicable, Borrower shall enter into negotiations negotiate in good faith with a view to agreeing on upon a substitute interest rate basis (having the written approval of the Required Lenders) for determining the rate Loans which shall reflect the cost to the Lenders of interest funding their Loans from alternative sources (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of the EURIBOR Rate to all Loans and Interest Rate”) which Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may be applicable elect to affected Eurocurrency Rate prepay the Loans pursuant to Section 2.8; provided, however, that if the Borrower does not elect so to prepay, each Lender shall determine (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent setting forth in reasonable detail the basis of the computation of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (iiamount) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use basis reflecting the cost to the applicable Lender (as conclusively certified by such Lender of funding its Loans for the Interest Period commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be binding upon the Borrower and such Lender and shall apply in a certificate to lieu of the Agent EURIBOR Rate for all such Loans and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsPeriods.

Interest Rate Unascertainable, Inadequate or Unfair. In the event event, and on each occasion, that prior to the commencement of any Interest Period for a Eurodollar Borrowing or the determination of the LIBO Rate on any day (ia) the Administrative Agent determines shall have determined that by reasons of circumstances affecting the relevant market adequate and fair reasonable means do not exist for ascertaining determining the applicable interest rates by reference to which the Eurocurrency Adjusted LIBO Rate or the BA Rate then being determined is to be fixed or (ii) the Required Class Lenders of the affected Facility notify the Agent that the Eurocurrency Rate or the BA Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest Period, Period or the Agent shall forthwith so notify the U.S. Borrower and the Lenders, whereupon (x) each affected Eurocurrency LIBO Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and day or (b) the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the U.S. Borrower that is advised by the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan reasonably and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender good faith (as conclusively certified by such Lender Lenders) that the Adjusted LIBO Rate for such Interest Period or the LIBO Rate for such day will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in a certificate such Borrowing for such Interest Period, then the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders, provided that if the circumstances giving rise to such notice shall cease or otherwise become inapplicable to such Required Lenders, then such Required Lenders shall promptly give notice of such change in circumstances to the Administrative Agent and the applicable Borrower, and the Administrative Agent shall, as soon as practicable thereafter, give notice to the Borrowers and Lenders of such changed circumstances. In the event of any such notice, until the Administrative Agent shall have advised the Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding Lenders that the circumstances giving rise to such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause written or fax notice no longer exist, (i) above, any request by the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency Borrower for a Eurodollar Borrowing pursuant to Section 2.02 or 2.10 shall be converteddeemed to be a request for an ABR Borrowing and (ii) any Interest Period election that requests the conversion of any Borrowing to, continued or made unless continuation of any Borrowing as, a Substitute Interest Rate has been agreed Eurodollar Borrowing shall be ineffective. Each determination by the applicable Borrower Administrative Agent under this Section 2.08 shall, absent clearly demonstrable error, be final and the Agent within 30 days of the Agent having so required negotiationsconclusive and binding on all parties hereto.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the If (A) an Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Eurodollar Rate then being determined is to be fixed (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis) or (iiB) the Required Class Applicable Requisite Lenders of the affected Facility notify the Applicable Administrative Agent that the Eurocurrency Rate or the BA Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest PeriodPeriod or calendar quarter, the such Administrative Agent shall forthwith so notify the U.S. Borrower Borrowers and the Applicable Lenders, whereupon (x) each affected Eurocurrency Eurodollar Rate Loan denominated in Dollars respect of such Facility shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Applicable Lenders to make Eurocurrency Eurodollar Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Eurodollar Rate Loans shall be suspended until the such Administrative Agent shall notify the U.S. Borrower Borrowers that the Required Class Applicable Requisite Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan which notice shall automaticallybe given promptly following such determination. Thereafter, on the last day of the current Interest Period for such LoanBorrowers’ right to request, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders Applicable Lenders’ obligations, if any, to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Eurodollar Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility;restored. (ii) if no Substitute Interest Rate is agreed pursuant to If at any time an Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) the circumstances set forth in clause (ib)(i)(A) aboveor (b)(i)(B) have arisen and such circumstances are unlikely to be temporary or (B) the circumstances set forth in clause (b)(i)(A) or (b)(i)(B) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over such Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, any affected Eurocurrency then the Administrative Agents and the Borrowers shall endeavor to establish an alternate rate of interest to the LIBO Rate Loan shall bear that gives due consideration to the then prevailing market convention for determining a rate of interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that for syndicated loans in the place United States at such time, 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; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agents shall not have received, within five Business Days of the Eurocurrency Rate, in respect date notice of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost such alternate rate of interest is provided to the applicable Lender (as conclusively certified by Lenders, a written notice from the Requisite Lenders stating that such Lender in a certificate Requisite Lenders object to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsamendment.

Interest Rate Unascertainable, Inadequate or Unfair. In Subject to Section 2.12, if, on or prior to the event that first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and fair means do “Adjusted Term SOFR” cannot exist for ascertaining be determined pursuant to the applicable interest rates by reference to which the Eurocurrency Rate or the BA Rate then being determined is to be fixed or definition thereof, or (ii) the Required Class Lenders of the affected Facility notify the Agent determine that the Eurocurrency Rate or the BA Rate for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to the such Lenders of making or and maintaining such Loans in Term Loan, and the applicable currency for Required Lenders have provided notice of such Interest Perioddetermination to the Administrative Agent, the Administrative Agent shall forthwith will promptly so notify the U.S. Administrative Borrower and each Lender. Upon notice thereof by the LendersAdministrative Agent to the Administrative Borrower, whereupon (x) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations any obligation of the Lenders to make Eurocurrency Rate SOFR Loans, and any right of the Borrowers to continue SOFR Loans denominated in Dollars or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (a)(ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Administrative Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into Eurocurrency a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.08. Subject to Section 2.12, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be suspended until determined by the Administrative Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant reference to clause (ic) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency definition of “Base Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, ” until the Administrative Agent shall use the cost to the applicable Lender (as conclusively certified by revokes such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsdetermination.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (x) in the case of Domestic Loans, at least one (1) Business Day before and (y) in the case of Multicurrency Loans, on the Fixed Rate Determination Date with respect to any Fixed Rate Loan in the relevant currency: (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency applicable Fixed Rate or for the BA Rate applicable Optional Currency then being determined is to be fixed or fixed; (ii) the Required Class Lenders Administrative Agent determines that deposits in such currency and in the principal amounts of the affected Fixed Rate Loans comprising such Borrowing are not generally available in the London interbank market for a period equal to such Interest Period; or (iii) the Requisite Lenders in the applicable Credit Facility notify advise the Administrative Agent that the Eurocurrency Rate or the BA applicable Fixed Rate for any Interest Period the applicable Optional Currency, as determined by the Administrative Agent, after taking into account the adjustments for reserves and increased costs provided for in Section 4.01(f), will not adequately and fairly reflect the cost to the such Lenders of making or maintaining such funding the relevant Fixed Rate Loans in the applicable currency for in which such Interest Period, Loans are denominated; then the Administrative Agent shall forthwith so notify give notice thereof to the U.S. Borrower and Borrowers under the Lendersapplicable Credit Facility, whereupon (xuntil the Administrative Agent notifies such Borrowers that the circumstances giving rise to such suspension no longer exist) the right of such Borrowers to elect to have Loans bear interest based upon the Fixed Rate in such currency shall be suspended and each outstanding Fixed Rate Loan which is denominated in the affected Eurocurrency currency shall be converted into a Floating Rate Loan denominated in Dollars shall automatically, such currency on the last day of the then current Interest Period for such Loantherefor, convert into a Base Rate Loan and the obligations any Notice of the Lenders Borrowing with respect to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate such currency for which Revolving Loans into Eurocurrency Rate Loans have not then been made shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period deemed to be a request for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Floating Rate Loans in such currency, notwithstanding any prior election by any such Borrower to the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationscontrary.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (iA) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Eurodollar Rate then being determined is to be fixed or (iiB) the Required Class Requisite Lenders of the affected Facility notify the Administrative Agent that the Eurocurrency Rate or the BA Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest Period, the Administrative Agent shall forthwith so notify the U.S. Borrower Company and the Lenders, whereupon (x) each affected Eurocurrency Eurodollar Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency Eurodollar Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the U.S. Borrower Company that the Required Class Requisite Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist. (ii) In the event that (A) the Mexican Facility Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Peso TIIE Rate then being determined is to be fixed or (B) the Requisite Mexican Lenders notify the Mexican Facility Agent that the Peso TIIE Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest Period, (y) the Mexican Facility Agent shall forthwith so notify the Borrowers and the Lenders, whereupon each BA Peso TIIE Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Peso Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Peso TIIE Rate Loans shall be suspended until the Mexican Facility Agent shall notify the U.S. Borrower Borrowers that the Required Class Requisite Mexican Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsexist.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the If (A) an Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Eurodollar Rate then being determined is to be fixed (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis) or (iiB) the Required Class Applicable Requisite Lenders of the affected Facility notify the Applicable Administrative Agent that the Eurocurrency Rate or the BA Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest PeriodPeriod or calendar quarter, the such Administrative Agent shall forthwith so notify the U.S. Borrower Borrowers and the Applicable Lenders, whereupon (x) each affected Eurocurrency Eurodollar Rate Loan denominated in Dollars respect of such Facility shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Applicable Lenders to make Eurocurrency Eurodollar Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Eurodollar Rate Loans shall be suspended until the such Administrative Agent shall notify the U.S. Borrower Borrowers that the Required Class Applicable Requisite Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan which notice shall automaticallybe given promptly following such determination. Thereafter, on the last day of the current Interest Period for such LoanBorrowers’ right to request, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders Applicable Lenders’ obligations, if any, to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Eurodollar Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility;restored. (ii) if no Substitute Interest Rate is agreed pursuant to If at any time an Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) the circumstances set forth in clause (ib)(i)(A) aboveor (b)(i)(B) have arisen and such circumstances are unlikely to be temporary or (B) the circumstances set forth in clause (b)(i)(A) or (b)(i)(B) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over such Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, any affected Eurocurrency then the Administrative Agents and the Borrowers shall endeavor to establish an alternate rate of interest to the LIBO Rate Loan shall bear that gives due consideration to the then prevailing market convention for determining a rate of interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that for syndicated loans in the place United States at such time, 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; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.1, such amendment shall become effective with regard to each Facility without any further action or consent of any other party to this Agreement so long as the Applicable Administrative Agent shall not have received, within five Business Days of the Eurocurrency Rate, in respect date notice of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost such alternate rate of interest is provided to the applicable Lender (as conclusively certified by Lenders, a written notice from the Applicable Requisite Lenders stating that such Lender in a certificate Lenders object to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsamendment.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate, the Benchmark LIBOR Rate or the BA Rate then being determined is to be fixed or (ii) the Required Class Lenders of the affected Facility notify the Agent that the Eurocurrency Rate, the Benchmark LIBOR Rate or the BA Rate for any Interest Period (or, in the case of the Benchmark LIBOR Rate, other period) will not adequately reflect the cost to the Lenders of making or maintaining such Loans or LC Facility Deposits in the applicable currency for such Interest PeriodPeriod or other period, the Agent shall forthwith so notify the U.S. Borrower and the Lenders, whereupon (w) the LC Facility Deposits shall be invested so as to earn a return equal to the greater of the Federal Funds Effective Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation, (x) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Canadian Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiations.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that If (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Eurodollar Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Facility notify the Administrative Agent that the Eurocurrency Rate or the BA Eurodollar Rate for any Interest Period (or, in respect of the Credit-Linked Deposit Return, the Initial Period or any calendar quarter) will not adequately reflect the cost to the Lenders and the Synthetic Investors of making or maintaining such Loans in (or of making, maintaining or receiving the applicable currency corresponding Credit-Linked Deposits) for such Interest Period, Initial Period or calendar quarter, the Administrative Agent shall forthwith so notify the U.S. Borrower Borrower, the Synthetic Investors and the Lenders, whereupon (x) each affected Eurocurrency Eurodollar Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency Eurodollar Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the U.S. Borrower that the Required Class Requisite Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan which notice shall automaticallybe given promptly following such determination. Thereafter, on the last day of the current Interest Period for such LoanBorrower’s right to request, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders Lenders’ obligations, if any, to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Eurodollar Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsrestored.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Benchmark LIBOR Rate then being determined is to be fixed or (ii) the Required Class Lenders of the affected Facility notify the Agent that the Eurocurrency Rate or the BA Benchmark LIBOR Rate for any Interest Period (or, in the case of the Benchmark LIBOR Rate, other period) will not adequately reflect the cost to the Lenders of making or maintaining such Loans or LC Facility Deposits in the applicable currency for such Interest PeriodPeriod or other period, the Agent shall forthwith so notify the U.S. Borrower and the Lenders, whereupon (w) the LC Facility Deposits shall be invested so as to earn a return equal to the greater of the Federal Funds Effective Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation, (x) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Revolving Lenders and the Term Loan Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (zy) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiations.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that at least one (1) Business Day before a Eurodollar Interest Rate Determination Date or an IBOR Interest Rate Determination Date: (i) the Administrative Agent determines that deposits in Dollars or the Alternative Currency (in the applicable amounts) are not being offered in the London interbank market for such Eurodollar Interest Period, or (B) by the IBOR Reference Banks that deposits in Dollars (in the applicable amounts) are not being offered by the IBOR Reference Banks in the interbank market for such IBOR Interest Period; or (ii) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Eurodollar Rate or the BA IBOR Rate then (as applicable)then being determined is to be fixed or fixed; or (iiiii) the Required Class Requisite Lenders of advise the affected Facility notify the Administrative Agent that (A) the Eurocurrency Rate or the BA Eurodollar Rate for any Interest Period Eurodollar Rate Loans comprising such Borrowing will not adequately reflect the cost to the such Requisite Lenders of making or maintaining obtaining funds in Dollars in the London interbank market in the amount substantially equal to such Lenders’ Eurodollar Rate Loans in Dollars or the applicable currency Alternative Currency and for a period equal to such Eurodollar Interest Period, or (B) the IBOR Rate for IBOR Rate Loans comprising such Borrowing will not adequately reflect the cost to such Requisite Lenders of obtaining funds in Dollars in the interbank market in the amount substantially equal to such Lenders’ IBOR Rate Loans in Dollars and for a period equal to such IBOR Interest Period; or (iv) (A) the applicable Lender(s) advise the Administrative Agent that the Eurodollar Rate for Eurodollar Money Market Loans comprising such Borrowing will not adequately reflect the cost to such Lender(s) of obtaining funds in Dollars in the London Interbank market in the amount substantially equal to such Lender(s)’ Money Market Loans in Dollars and for a period equal to such Eurodollar Interest Period, or (B) the applicable Lender(s) advise the Administrative Agent that the IBOR Rate for IBOR Money Market Loans comprising such Borrowing will not adequately reflect the cost to such Lender(s) of obtaining funds in Dollars in the interbank market in the amount substantially equal to such Lender(s)’ IBOR Money Market Loans in Dollars and for a period equal to such IBOR Interest Period; then the Administrative Agent shall forthwith so notify give notice thereof to the U.S. Borrower and the LendersBorrower, whereupon (xuntil the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist) the right of the Borrower to elect to have Loans bear interest based upon the Eurodollar Rate or the IBOR Rate, as applicable, shall be suspended and each affected Eurocurrency outstanding Eurodollar Rate Loan denominated in Dollars and Eurodollar Money Market Loan or IBOR Rate Loan and IBOR Money Market Loan, as applicable, shall automatically, be converted into a Base Rate Loan on the last day of the then current Interest Period for such Loantherefor, convert into a Base Rate Loan and notwithstanding any prior election by the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationscontrary.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (iA) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA LIBO Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (iiB) the Required Class Lenders of the affected Facility notify the Administrative Agent that the Eurocurrency Rate or the BA LIBO Rate for any Interest such Calculation Period will not adequately reflect the cost to the Lenders (or Lender) of making or maintaining such Loans in the applicable currency their Advances (or its Advance) for such Interest PeriodCalculation Period (determined in their commercially reasonable credit judgment), the Administrative Agent shall forthwith so notify the U.S. Borrower Company and the LendersLenders (with a copy to the Collateral Agent), whereupon (x) each affected Eurocurrency Rate Loan denominated in Dollars any Request for Advance for the applicable Calculation Period shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan be ineffective and (y) the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans any Advance shall be suspended until the Administrative Agent shall notify the U.S. Borrower Company that the Required Class Lenders under the affected Facility have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, (y) each BA Rate Loan shall automaticallyif any Advance is outstanding on the date of the Company's receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the current Interest Calculation Period for (or the next succeeding Business Day if such Loanday is not a Business Day), convert into a Canadian such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Company may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Company (with a copy to the Collateral Agent), so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders compromising the Required Lenders; provided that with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent (with a copy to the Company and the Collateral Agent) written notice that such Required Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (iii) In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Company, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (iv) The Administrative Agent will promptly notify the Company, the Lenders and the Collateral Agent of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the 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 Administrative Agent or Lenders pursuant to this Section 3.01(h), including any determination with respect to a tenor, rate or adjustment or the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and 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 this Section 3.01(h). (v) Upon the Company's receipt of notice of the commencement of a Benchmark Unavailability Period, any Request for Advance shall be ineffective and the obligations of the Revolving Lenders to make BA Rate Loans Advances shall be ineffective. Furthermore, if any Advance is outstanding on the date of the Company's receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the LIBO Rate, then on the last day of the Calculation Period applicable to such Advance (or to convert Canadian the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate Loans into BA Rate Loans shall be suspended until plus the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, Applicable Margin as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsday.

Interest Rate Unascertainable, Inadequate or Unfair. In Subject to Section 2.12, if, on or prior to the event that first day of any Interest Period for any Term SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and fair means do “Adjusted Term SOFR” cannot exist for ascertaining be determined pursuant to the applicable interest rates by reference to which the Eurocurrency Rate or the BA Rate then being determined is to be fixed or definition thereof, or (ii) the Required Class Lenders of the affected Facility notify the Agent determine that the Eurocurrency Rate or the BA Rate for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period will with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to the such Lenders of making or and maintaining such Loans in Loan, and the applicable currency for Required Lenders have provided notice of such Interest Perioddetermination to the Administrative Agent, the Administrative Agent shall forthwith will promptly so notify the U.S. Borrower and each Lender. Upon notice thereof by the LendersAdministrative Agent to the Borrower, whereupon (x) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations any obligation of the Lenders to make Eurocurrency Rate Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans denominated in Dollars or to convert Base Reference Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into Eurocurrency a request for a Borrowing of or conversion to Reference Rate Loans in the amount specified therein and (ii) any outstanding affected Term SOFR Loans will be deemed to have been converted into Reference Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant Section 2.08. Subject to Section 2.12, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Reference Rate Loans shall be suspended until determined by the Administrative Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant reference to clause (ic) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency definition of “Reference Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, ” until the Administrative Agent shall use the cost to the applicable Lender (as conclusively certified by revokes such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsdetermination.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that that: (ix) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency LIBO Rate or the BA for any LIBO Rate Loan then being determined is to be fixed fixed; or (iiy) the Required Class Requisite Lenders of the affected Facility notify the Administrative Agent that the Eurocurrency Rate or the BA LIBO Rate for any Interest Period for any LIBO Rate Loan will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency Loan for such Interest Period, the Administrative Agent shall forthwith so notify the U.S. Borrower and the Lenders, whereupon whereupon: (xi) if the affected Loans are LIBO Rate Dollar Loans, each affected Eurocurrency LIBO Rate Dollar Loan denominated in Dollars shall will automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency LIBO Rate Dollar Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency LIBO Rate Dollar Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under suspended; (ii) if the affected Facility have determined that the circumstances causing such suspension no longer existLoans are Revolving Euro Loans, (y) each BA Rate Revolving Euro Loan shall automatically, will automatically on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan become due and payable and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Revolving Euro Loans shall be suspended; or (iii) if the affected Loans are Tranche A (Euro) Term Loans, the determination of the LIBO Rate for such Tranche A (Euro) Term Loans based on the definition thereof in Article 1 will be suspended and the LIBO Rate for each Tranche A (Euro) Term Loan from and after the last day of the current Interest Period for such Loan will be equal to a rate reasonably determined by the Administrative Agent as representing the cost to Lenders generally holding such Tranche A (Euro) Term Loans of funding such Loans in euro for such Interest Period; in any case until the Administrative Agent shall notify the U.S. Borrower that the Required Class Requisite Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsexist.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that that: (iA) the Applicable Facility Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Rate then being determined is to be fixed fixed; or (iiB) the Required Class Applicable Requisite Lenders of the affected Facility notify the Applicable Facility Agent that the Eurocurrency Rate or the BA Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest Period, the Applicable Facility Agent shall forthwith so notify the U.S. Borrower Borrowers and the Lenders, whereupon (x) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day Lenders giving particulars of the current Interest Period for such Loan, convert into relevant circumstances giving rise to its issue (a Base Rate Loan and “Determination Notice”). After the obligations giving of any Determination Notice the undrawn amount of the Commitments may still be drawn down (subject to the other terms of this Agreement) but on a Substitute Basis in accordance with Section 2.15(b)(ii). (ii) During the period of 10 days after the Determination Notice has been given by the Applicable Facility Agent under Section 2.15(b)(i) the relevant Lenders to make Eurocurrency Rate Loans denominated shall (having consulted in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until good faith with the Agent shall notify Applicable Memec Parent) certify an alternative basis (the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y“Substitute Basis”) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continuedmaking available or, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount maintaining their Ratable Portions. The Substitute Basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest payable in respect but shall include a margin above the cost of any funds (including Mandatory Costs) to such Eurocurrency Rate Loan relevant Lenders equivalent to the Applicable Margin. Each Substitute Basis so certified shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent binding upon each borrower and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided from the date specified in the Determination Notice until such time as the Applicable Facility Agent notifies the Applicable Memec Parent that the Agent may not agree on any such Substitute Interest Rate without the prior consent none of the Required Class Lenders under circumstances specified in Section 2.15(b)(i) continues to exist, whereupon the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan normal interest rate fixing provisions of this Agreement shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsapply.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that If (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency LIBO Rate, EURIBO Rate or the BA Rate Rate, as applicable, then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Facility notify the Administrative Agent that the Eurocurrency LIBO Rate, EURIBO Rate or the BA Rate Rate, as applicable, for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest Period, the Administrative Agent shall forthwith so notify the U.S. Borrower Company and the Lenders, whereupon whereupon: (xA) each affected Eurocurrency LIBO Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and Loan; (B) the obligations of the Lenders to make Eurocurrency LIBO Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency LIBO Rate Loans shall be suspended until the Administrative Agent shall notify the U.S. Borrower Company that the Required Class Requisite Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, ; and (yC) with respect to each EURIBO Rate Loan or BA Rate Loan Loan, the Company and the Administrative Agent shall automaticallynegotiate in good faith for a period not exceeding thirty (30) days in order to agree upon a suitable alternative basis to be applied in respect of the relevant Interest Period. If within that thirty (30) day period the Company and the Administrative Agent (on behalf of the applicable Lenders and with the prior written consent of each affected Lender) shall agree in writing upon a suitable alternative basis, on such suitable alternative basis shall be retroactive to and effective from the last first day of the relevant Interest Period. If the Company and the Administrative Agent fail to agree in writing upon a suitable alternative basis within the thirty (30) day period the rate of interest applicable to the such Loans, during such Interest Period shall be determined as being the cost of the applicable Lenders raising funds in an amount comparable to such Loans for a period equal to the Interest Period from sources in London (in the case of Loans denominated in Euros or Sterling) or Canada (in the case of Loans denominated in Canadian Dollars) interbank market plus the Applicable Margin; provided, however, that the Borrowers may, at any time within sixty (60) days after the expiry of such thirty (30) day negotiation period and by giving at least fourteen (14) days prior notice to the Administrative Agent, prepay such Loans in full (but not part) together with (i) interest thereon accrued from and including the first day of the current Interest Period for to but excluding the date of such Loan, convert into a Canadian Base Rate Loan and prepayment at the obligations rate as shall be determined as being the cost of the Revolving Lenders raising funds in an amount comparable to make BA such EURIBO Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable BorrowerLoans, as applicable, shall enter into negotiations with for a view period equal to agreeing on a substitute basis for determining the rate of interest (a “Substitute that Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower CREDIT AGREEMENT JOHNSONDIVERSEY, INC. Period from sources in the future applicable interbank market plus the Applicable Margin and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) aboveall actual costs, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the losses and expenses incurred by each applicable Lender (as conclusively certified by a consequence of such prepayment as such Lender may determine in a certificate to its reasonable discretion (including, without limitation, costs, losses and expenses arising from the Agent and re-employment of funds at rates lower than the applicable Borrower and expressed as a rate per annum) and containing a general description rates of the source selected of funding interest on such Loan from whatever source it shall reasonably selectLoans; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) aboveprovided, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency such rates shall be convertedno lower than the then average market rates for loans to similarly situated borrowers, continued or made unless a Substitute Interest Rate has been agreed arising out of any funds borrowed by the applicable Borrower and Lender for the Agent within 30 days purpose of the Agent having so required negotiationsmaking, maintaining or funding its Commitment).

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Rate then being determined is to be fixed or (ii) the Required Class Lenders of the affected Facility notify the Agent that the Eurocurrency Rate or the BA Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest Period, the Agent shall forthwith so notify the U.S. Borrower and the Lenders, whereupon (x) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period Pe- riod for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiations.than

Interest Rate Unascertainable, Inadequate or Unfair. In the event that that: (i) the Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Rate LIBOR then being determined is to be fixed fixed; or (ii) the Required Class Requisite Lenders of the affected Facility notify the Agent that the Eurocurrency Rate or the BA Rate LIBOR for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency Loan for such Interest Period, the Agent shall forthwith so notify the U.S. Borrower Borrower, the Board, the Supplemental Guarantors and the Lenders, whereupon during the 30 days following the date of any such notice the Lenders, the Agent and the Borrower shall negotiate in good faith (xsubject to the consent of the Board and the Supplemental Guarantors) each affected Eurocurrency Rate in order to arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the relevant Tranche or Tranches of the Loan denominated in Dollars (the "Substitute Basis"). If within the 20 days following the date of any such notice from the Agent, the Lenders, the Agent and the Borrower shall automaticallyagree upon, on and the Board and the Supplemental Guarantors shall consent to, a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period until and including the last day of such Interest Period. If after 20 days from the current Interest Period for date of such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollarsnotice, the affected Eurocurrency Rate Loans shall be made or continuedLenders, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable BorrowerBorrower shall have failed to agree upon, or the Board or the Supplemental Guarantors shall have failed to consent to, a Substitute Basis, then the Agent (upon instructions from the Requisite Lenders) shall certify in writing to the Borrower (such certification to be conclusive and binding on all Lenders and all other parties hereto absent manifest error) the interest rate at which the Lenders are prepared to maintain their portion of the Loan for such Interest Period, it being understood that such Lenders' interest rate shall be at a rate per annum equal to a rate which adequately and fairly reflects the cost to such Lenders of obtaining the funds necessary to maintain their portion of the Loan for such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Requisite Lenders are prepared to maintain their respective portion of the Loan, the Borrower shall have the right exercisable upon ten Business Days' prior notice to the Lenders, the Supplemental Guarantors and the Board through the Agent (i) to continue to borrow the Loan at the interest rate so advised by the Agent (as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the such rate of interest (a “Substitute Interest Rate”) which may be applicable modified, from time to affected Eurocurrency Rate Loans time, at the outset of such Borrower in the future and any such Substitute each subsequent Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; Period) or (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) aboveprepay on at least three Business Day's prior irrevocable notice in full the Loan together with accrued but unpaid interest thereon at the interest rate certified in writing by the Requisite Lenders as provided above and all other amounts due under the Loan Documents, any affected Eurocurrency Rate whereupon the Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent become due and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting payable on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed date specified by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsin such notice.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that that: (i) the Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Rate LIBOR then being determined is to be fixed fixed; or (ii) the Required Class Requisite Lenders (calculated without regard to the portion of the affected Facility Loan held at such time by the Board) notify the Agent that the Eurocurrency Rate or the BA Rate LIBOR for any Interest Period will not adequately reflect the cost to the Lenders (other than the Board) of making or maintaining such Loans in the applicable currency Loan for such Interest Period, the Agent shall forthwith so notify the U.S. Borrower Borrower, the Participants and the Lenders, whereupon during the thirty (x30) each affected Eurocurrency Rate days following the date of any such notice the Lenders, the Agent, the Participants and the Borrower shall negotiate in good faith in order to arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the Loan denominated in Dollars (the “Substitute Basis”). If within the twenty (20) days following the date of any such notice from the Agent, the Lenders, the Participants, the Agent and the Borrower shall automaticallyagree upon a Substitute Basis, on such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period until and including the last day of such Interest Period. If after twenty (20) days from the current Interest Period for date of such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollarsnotice, the affected Eurocurrency Rate Loans shall be made or continuedLenders, as the case may beParticipants, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable BorrowerBorrower shall have failed to agree upon a Substitute Basis, then the Agent (upon instructions from the Requisite Lenders) shall certify in writing to the Borrower (such certification to be conclusive and binding on all Lenders and all other parties hereto absent manifest error) the interest rate at which the Lenders are prepared to maintain their portion of the Loan for such Interest Period, it being understood that such Lenders’ interest rate shall be at a rate per annum equal to a rate which adequately and fairly reflects the cost to such Lenders and the Participants of obtaining the funds necessary to maintain their portion of the Loan for such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Requisite Lenders are prepared to maintain their respective portion of the Loan, the Borrower shall have the right exercisable upon ten (10) Business Days’ prior notice to the Lenders and the Participants through the Agent (i) to continue to borrow the Loan at the interest rate so advised by the Agent (as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the such rate of interest (a “Substitute Interest Rate”) which may be applicable modified, from time to affected Eurocurrency Rate Loans time, at the outset of such Borrower in the future and any such Substitute each subsequent Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; Period) or (ii) if no Substitute Interest Rate is agreed pursuant to clause prepay in full the Loan together with accrued but unpaid interest thereon at the interest rate certified in writing by the Requisite Lenders as provided above and all other amounts due under the Loan Documents (i) abovebut excluding any Prepayment Premium), any affected Eurocurrency Rate whereupon the Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent become due and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting payable on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed date specified by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsin such notice.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that that: (i) the Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Rate LIBOR then being determined is to be fixed fixed; or (ii) the Required Class Requisite LIBOR Lenders of the affected Facility notify the Agent that the Eurocurrency Rate or the BA Rate LIBOR for any Interest Period will not adequately reflect the cost to the LIBOR Lenders of making or maintaining such Loans in the applicable currency Loan for such Interest Period, the Agent shall forthwith so notify the U.S. Borrower Borrower, the Board, the Participants and the Lenders, whereupon during the 30 days following the date of any such notice the LIBOR Lenders, the Agent, the Participants and the Borrower shall negotiate in good faith (xsubject to the consent of the Board) each affected Eurocurrency Rate in order to arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the relevant Tranche or Tranches of the Loan denominated in Dollars (the "Substitute Basis"). If within the 20 days following the date of any such notice from the Agent, the LIBOR Lenders, the Participants, the Agent and the Borrower shall automaticallyagree upon, on and the Board shall consent to, a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period until and including the last day of such Interest Period. If after 20 days from the current Interest Period for date of such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollarsnotice, the affected Eurocurrency Rate Loans shall be made or continuedLIBOR Lenders, as the case may beParticipants, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable BorrowerBorrower shall have failed to agree upon, or the Board shall have failed to consent to, a Substitute Basis, then the Agent (upon instructions from the Requisite LIBOR Lenders) shall certify in writing to the Borrower (such certification to be conclusive and binding on all LIBOR Lenders and all other parties hereto absent manifest error) the interest rate at which the LIBOR Lenders are prepared to maintain their portion of the Loan for such Interest Period, it being understood that such Lenders' interest rate shall be at a rate per annum equal to a rate which adequately and fairly reflects the cost to such Lenders and the Participants of obtaining the funds necessary to maintain their portion of the Loan for such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Requisite LIBOR Lenders are prepared to maintain their respective portion of the Loan, the Borrower shall have the right exercisable upon ten Business Days' prior notice to the Lenders, the Participants and the Board through the Agent (i) to continue to borrow the Loan at the interest rate so advised by the Agent (as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the such rate of interest (a “Substitute Interest Rate”) which may be applicable modified, from time to affected Eurocurrency Rate Loans time, at the outset of such Borrower in the future and any such Substitute each subsequent Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; Period) or (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) aboveprepay in full the Loan together with accrued but unpaid interest thereon at the interest rate certified in writing by the Requisite LIBOR Lenders as provided above and all other amounts due under the Loan Documents, any affected Eurocurrency Rate whereupon the Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent become due and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting payable on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed date specified by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsin such notice.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (iA) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA LIBO Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (iiB) the Required Class Lenders of the affected Facility notify the Administrative Agent that the Eurocurrency Rate or the BA LIBO Rate for any Interest such Calculation Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining such Loans in the applicable currency their Advances (or its Advance) for such Interest PeriodCalculation Period (determined in their commercially reasonable credit judgment), the Administrative Agent shall forthwith so notify the U.S. Borrower Company and the Lenders, whereupon (x) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency any Advance that accrues interest based on the LIBO Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the U.S. Borrower Company that the Required Class Lenders under the affected Facility have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, (y) each BA Rate Loan shall automaticallyif any Advance is outstanding on the date of the Company's receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the current Interest Calculation Period for (or the next succeeding Business Day if such Loanday is not a Business Day), convert into a Canadian such Advance shall accrue interest at the Base Rate Loan and plus the obligations Applicable Margin as of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions:day. (iii) if Notwithstanding anything to the Agent so requirescontrary herein or in any other Loan Document, within five days upon the occurrence of such notification the Agent and the applicable Borrowera Benchmark Transition Event or an Early Opt-in Election, as applicable, shall enter into negotiations the Administrative Agent and the Company may amend this Agreement to replace the LIBO Rate with a view Benchmark Replacement. Any such amendment with respect to agreeing a Benchmark Transition Event will become effective at 5:00 p.m. on a substitute basis for determining the rate fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Company, so long as the Administrative Agent has not received, by such time, written notice of interest (a “Substitute Interest Rate”) which may be applicable objection to affected Eurocurrency Rate Loans of such Borrower in proposed amendment from Lenders comprising the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party heretoRequired Lenders; provided that with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent may not agree on any written notice that such Substitute Interest Rate without the prior consent Required Lenders accept such amendment. No replacement of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest LIBO Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost with a Benchmark Replacement will occur prior to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; andBenchmark Transition Start Date. (iii) if In connection with the implementation of a Benchmark Replacement, the Administrative Agent, with the consent of the Company, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement other than the Administrative Agent has required a Borrower to enter into negotiations pursuant to clause and the Company. (iv) The Administrative Agent will promptly notify the Company and the Lenders of (i) aboveany occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the Agent may implementation of any Benchmark Replacement, (acting on iii) the instructions effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Without limiting any consent rights of the Required Class Lenders Company under the affected Facility) declare this Agreement, any determination, decision or election that no further Eurocurrency Rate Loans in the applicable currency shall may be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower Administrative Agent or Lenders pursuant to this Section 3.01(h), including any determination with respect to a tenor, rate or adjustment or the occurrence or non-occurrence of an event, circumstance or date and the Agent within 30 days of the Agent having so required negotiations.any decision to take or refrain from taking any action,

Interest Rate Unascertainable, Inadequate or Unfair. In the event that If (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Facility notify the Administrative Agent that the Eurocurrency Rate or the BA Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest Period, the Administrative Agent shall forthwith so notify the U.S. Borrower Borrowers and the Lenders, whereupon whereupon: (xi) each affected Eurocurrency Rate Loan denominated in Dollars or Euros (other than the Tranche B Euro Loans) shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan denominated in Dollars (regardless of the currency of such Loan) and the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or Euros or to convert Base Rate Loans Table of Contents denominated in Dollars into Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the U.S. Borrower Borrowers that the Required Class Requisite Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist; and (ii) with respect to Yen Revolving Loans and Tranche B Euro Loans, the Company and the Administrative Agent shall negotiate in good faith for a period not exceeding thirty (y30) days in order to agree upon a suitable alternative basis to be applied in respect of the relevant Interest Period. If within that thirty (30) day period the Borrowers and the Administrative Agent (on behalf of the applicable Lenders and with the prior written consent of each BA Rate Loan affected Lender) shall automaticallyagree in writing upon a suitable alternative basis, on such suitable alternative basis shall be retroactive to and effective from the last first day of the current relevant Interest Period for such Loan, convert into a Canadian Base Rate Loan Period. If the Borrowers and the obligations Administrative Agent fail to agree in writing upon a suitable alternative basis within the thirty (30) day period the rate of interest applicable to the Yen Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continuedTranche B Euro Loans, as the case may be, as Eurocurrency Rate Loans with an during such Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined as being the cost of the applicable Lenders raising funds in accordance an amount comparable to such Loans for a period equal to the Interest Period from sources in the Tokyo (in the case of Yen Revolving Loans) or London (in the case of Tranche B Euro Loans) interbank market plus the Applicable Margin; provided, however, that the Borrowers may, at any time within sixty (60) days after the expiry of such thirty (30) day negotiation period and by giving at least fourteen (14) days prior notice to the Administrative Agent, prepay the Yen Revolving Loans or the Euro Tranche B Loans, as the case may be, in full (but not part) together with the following provisions: (i) if interest thereon accrued from and including the Agent so requires, within five days first day of the current Interest Period to but excluding the date of such notification prepayment at the Agent and rate as shall be determined as being the cost of the Lenders raising funds in an amount comparable to such Eurocurrency Loans for a period equal to that Interest Period from sources in the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining interbank market plus the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future Applicable Margin and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) aboveall actual costs, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the losses and expenses incurred by each applicable Lender (as conclusively certified by a consequence of such prepayment as such Lender may determine in a certificate to its reasonable discretion (including, without limitation, costs, losses and expenses arising from the Agent and re-employment of funds at rates lower than the applicable Borrower and expressed as a rate per annum) and containing a general description rates of the source selected of funding interest on such Loan from whatever source it shall reasonably selectLoans; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) aboveprovided, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency such rates shall be convertedno lower than the then average market rates for loans to similarly situated borrowers, continued or made unless a Substitute Interest Rate has been agreed arising out of any funds borrowed by the applicable Borrower and Lender for the Agent within 30 days purpose of the Agent having so required negotiationsmaking, maintaining or funding its Commitment).

Interest Rate Unascertainable, Inadequate or Unfair. In the event that at least one (1) Business Day before the Interest Rate Determination Date: (i) the Administrative Agent is advised by the Reference Bank that deposits in Dollars or Optional Currency (in the applicable amounts) are not being offered to the Reference Bank in the Eurocurrency Interbank Market for such Interest Period; or (ii) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the applicable Eurocurrency Rate or the BA Rate then being determined is to be fixed or fixed; or (iiiii) the Required Class Requisite Lenders of advise the affected Facility notify the Administrative Agent that the applicable Eurocurrency Rate or the BA for Eurocurrency Rate for any Interest Period Loans comprising such Borrowing will not adequately reflect the cost to the such Requisite Lenders of making obtaining funds in Dollars or maintaining Optional Currency in Eurocurrency Interbank Market in the amount substantially equal to such Lenders' Eurocurrency Rate Loans in the applicable currency Dollars or Optional Currency and for a period equal to such Interest Period, ; then the Administrative Agent shall forthwith so notify give notice thereof to the U.S. Borrower and the LendersBorrower, whereupon (xuntil the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist) each affected the right of the Borrower to elect to have Loans bear interest based upon the applicable Eurocurrency Rate shall be suspended and each outstanding Loan bearing interest at a rate based on such Eurocurrency Rate shall be converted into a Base Rate Loan on the last day of the then current Interest Period therefor, and each such Loan denominated in Dollars Optional Currency shall automatically, be repaid on the last day of the current Interest Period for such LoanPeriod, convert into a Base Rate Loan and notwithstanding any prior election by the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist, (y) each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationscontrary.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (iA) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA LIBO Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (iiB) the Required Class Lenders of the affected Facility notify the Administrative Agent that the Eurocurrency Rate or the BA LIBO Rate for any Interest such Calculation Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining such Loans in the applicable currency their Advances (or its Advance) for such Interest PeriodCalculation Period (determined in their commercially reasonable credit judgment), the Administrative Agent shall forthwith so notify the U.S. Borrower Company and the Lenders, whereupon (x) each affected Eurocurrency Rate Loan denominated in Dollars shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurocurrency any Advance that accrues interest based on the LIBO Rate Loans denominated in Dollars or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the U.S. Borrower Company that the Required Class Lenders under the affected Facility have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, (y) each BA Rate Loan shall automaticallyif any Advance is outstanding on the date of the Company's receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the current Interest Calculation Period for (or the next succeeding Business Day if such Loanday is not a Business Day), convert into a Canadian such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Company may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Company, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (iii) In connection with the implementation of a Benchmark Replacement, the Administrative Agent, with the consent of the Company, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement other than the Administrative Agent and the Company. (iv) The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Without limiting any consent rights of the Company under this Agreement, any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 3.01(h), including any determination with respect to a tenor, rate or adjustment or the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and 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 this Section 3.01(h). (v) Upon the Company's receipt of notice of the commencement of a Benchmark Unavailability Period, any Request for Advance shall be ineffective and (y) the obligations of the Revolving Lenders to make BA Rate Loans Advances shall be ineffective. Furthermore, if any Advance is outstanding on the date of the Company's receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the LIBO Rate, then on the last day of the Calculation Period applicable to such Advance (or to convert Canadian the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate Loans into BA Rate Loans shall be suspended until plus the Agent shall notify the U.S. Borrower that the Required Class Lenders under the affected Facility have determined that the circumstances causing such suspension no longer exist and (z) each Eurocurrency Rate Loan that is denominated in a currency other than Dollars, the affected Eurocurrency Rate Loans shall be made or continued, Applicable Margin as the case may be, as Eurocurrency Rate Loans with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Rate Loan shall be determined in accordance with the following provisions: (i) if the Agent so requires, within five days of such notification the Agent and the applicable Borrower, as applicable, shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Rate Loans of such Borrower in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Agent may not agree on any such Substitute Interest Rate without the prior consent of the Required Class Lenders under the affected Facility; (ii) if no Substitute Interest Rate is agreed pursuant to clause (i) above, any affected Eurocurrency Rate Loan shall bear interest during the subsequent Interest Period at the rate per annum otherwise applicable to Eurocurrency Rate Loans under such Facility, except that in the place of the Eurocurrency Rate, in respect of Eurocurrency Rate Loans denominated in any currency other than Dollars, the Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender in a certificate to the Agent and the applicable Borrower and expressed as a rate per annum) and containing a general description of the source selected of funding such Loan from whatever source it shall reasonably select; and (iii) if the Agent has required a Borrower to enter into negotiations pursuant to clause (i) above, the Agent may (acting on the instructions of the Required Class Lenders under the affected Facility) declare that no further Eurocurrency Rate Loans in the applicable currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the applicable Borrower and the Agent within 30 days of the Agent having so required negotiationsday.