Common use of CDOR Discontinuation Clause in Contracts

CDOR Discontinuation. (1) If the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify the Agent that the Borrowers or Majority Lenders (as applicable) have determined that: (i) adequate and reasonable means do not exist for ascertaining CDOR, including because the Refinitiv Benchmark Services Limited CDOR page is not available or published on a current basis for the applicable period and such circumstances are unlikely to be temporary; (ii) the administrator of the CDOR or a Governmental Entity having jurisdiction has made a public statement identifying a specific date after which CDOR will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iii) a Governmental Entity having jurisdiction over the Agent has made a public statement identifying a specific date after which CDOR shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “CDOR Scheduled Unavailability Date”); or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(1), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR, then reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrowers may mutually agree upon a successor rate to CDOR, and the Agent and the Borrowers may amend this Agreement to replace CDOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein ), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders do not accept such amendment. (2) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Canadian Dollar BA Instruments shall be suspended (to the extent of the affected Canadian Dollar BA Instrument, or applicable periods). Upon receipt of such notice, the Canadian Borrower may revoke any pending request for an Advance of, conversion to or rollover of Canadian Dollar BA Instruments (to the extent of the affected Canadian Dollar BA Instrument, or applicable periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Canadian Prime Rate Advances (subject to the foregoing clause (b)) in the amount specified therein. (3) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1a) If the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Required Lenders notify the Agent that the Borrowers or Majority Required Lenders (as applicable) have determined determined, that: (i) adequate and reasonable means do not exist for ascertaining CDORthe CDOR Rate, including because the Refinitiv Benchmark Services Limited Reuters Screen CDOR page is not available or published on a current basis for the applicable period and such circumstances are unlikely to be temporary; (ii) the administrator of the CDOR Rate or a Governmental Entity Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iii) a Governmental Entity Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “"CDOR Scheduled Unavailability Date”"); or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(1)2.12, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDORthe CDOR Rate, then reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrowers Borrower may mutually agree upon a successor rate to CDORthe CDOR Rate, and the Agent and the Borrowers Borrower may amend this Agreement to replace the CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “"CDOR Successor Rate”"), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Banking Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers Borrower unless, prior to such time, Lenders comprising the Majority Required Lenders have delivered to the Agent written notice that such Majority Required Lenders do not accept such amendment. (2b) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(iSubsection 2.12(a)(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrowers Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Canadian Dollar BA Instruments B/As and B/A Equivalent Loans, shall be suspended (to the extent of the affected Canadian Dollar BA InstrumentB/As, B/A Equivalent Loans, or applicable periodsterm). Upon receipt of such notice, the Canadian Borrower may revoke any pending request for an Advance of, conversion to or rollover of Canadian Dollar BA Instruments B/As or B/A Equivalent Loans, (to the extent of the affected Canadian Dollar BA InstrumentB/As, B/A Equivalent Loans, or applicable periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Canadian a Prime Rate Advances Advance (subject to the foregoing clause (bSubsection 2.12(b)) in the amount specified therein. (3c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1a) If the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Required Lenders notify the Agent that the Borrowers or Majority Required Lenders (as applicable) have determined (which determination shall be conclusive absent manifest error), that: (iA) adequate and reasonable means do not exist for ascertaining CDORthe CDOR Rate, including because the Refinitiv Benchmark Services Limited Reuters Screen CDOR page Page is not available or published on a current basis for an Advance for the applicable period Contract Period and such circumstances are unlikely to be temporary; (iiB) the administrator of the Reuters Screen CDOR Page or a Governmental Entity Authority having jurisdiction over the administrator of the Reuters Screen CDOR Page has made a public statement identifying a specific date after which the Reuters Screen CDOR Page will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loansloans in Canadian Dollars; (iiiC) a Governmental Entity Authority having jurisdiction over the Agent or any Lender has made a public statement identifying a specific date after which the CDOR Rate or the Reuters Screen CDOR Page shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (iiB) above and in or this clause (iii) C), a “CDOR Scheduled Unavailability Date”); or (ivD) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(14.8(8), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDORthe CDOR Rate, then reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrowers Borrower may mutually agree upon a successor rate to CDORthe CDOR Rate, and the Agent and the Borrowers Borrower may amend this Agreement to replace the CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars dollar denominated syndicated credit facilities for such alternative benchmarks benchmark (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes changes, and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers Borrower unless, prior to such time, Lenders comprising the Majority Required Lenders have delivered to the Agent written notice that such Majority Required Lenders do not accept such amendment. (2b) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(iSection 4.8(8)(a)(A) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrowers Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Canadian Dollar BA Instruments Bankers’ Acceptances and B/A Equivalent Loans shall be suspended (to the extent of the affected Canadian Dollar BA InstrumentBankers’ Acceptances, B/A Equivalent Loans or applicable periodsContract Periods). Upon receipt of such notice, the Canadian Borrower may revoke any pending request for an Advance of, conversion Conversion to or rollover Rollover of Canadian Dollar BA Instruments Bankers’ Acceptances or B/A Equivalent Loans (to the extent of the affected Canadian Dollar BA InstrumentBankers’ Acceptances, B/A Equivalent Loans or applicable periodsContract Periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Canadian Prime Rate Advances (subject to the foregoing clause (b)foregoing) in the amount specified thereintherein (provided that clause (b) of the definition of Prime Rate shall have no application at such time). (3c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1a) If the Agent determines Lender has determined (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify the Agent that the Borrowers or Majority Lenders (as applicable) have determined that: (i) adequate and reasonable means do not exist for ascertaining CDORthe CDOR Rate, including because the Refinitiv Benchmark Services Limited “CDOR page Page” of Reuters Monitor Money Rates Service is not available or published on a current basis for the applicable period Interest Period and such circumstances are unlikely to be temporary; (ii) the administrator of the CDOR Rate or a Governmental Entity Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;; or (iii) a Governmental Entity Authority having jurisdiction over the Agent Lender has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) is a “CDOR Scheduled Unavailability Date”); or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(1), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR, then reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicableLender, the Agent Lender and the Borrowers may will mutually agree upon a successor rate to CDORthe CDOR Rate, and the Agent Lender and the Borrowers may will amend this Agreement to replace the CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders do not accept such amendmentchanges. (2b) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(iSection 2.19(a) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent Lender will promptly so notify the Borrowers and each LenderBorrowers. Thereafter, the obligation of the Lenders Lender to make or maintain Canadian Dollar BA Instruments CDOR Rate Loans shall be suspended (to the extent of the affected Canadian Dollar BA Instrument, CDOR Rate Loans or applicable periodsInterest Periods). Upon receipt of such notice, the Canadian a Borrower may revoke any pending request for an Advance of, conversion to or rollover a Loan of Canadian Dollar BA Instruments CDOR Rate Loans (to the extent of the affected Canadian Dollar BA InstrumentCDOR Rate Loans, or applicable periodsInterest Periods) or, failing that, will be deemed to have converted such request into a request for an Advance a Loan of Canadian a Prime Rate Advances (subject to the foregoing clause (b)) Loan in the amount specified therein. Any Rollover/Conversion Notice that requests the conversion of any Prime Rate Loans to a CDOR Rate Loan that is an affected CDOR Rate Loan shall be ineffective and such Prime Rate Loan will remain a Prime Rate Loan and notwithstanding Section 2.05(c) of this Agreement, at the end of any Interest Period for any then-outstanding affected CDOR Rate Loan, such CDOR Rate Loan shall be converted to a Prime Rate Loan. (3c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR Rate shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1a) If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Required Lenders notify the Administrative Agent that the Borrowers or Majority Required Lenders (as applicable) have determined determined, that: (i) adequate and reasonable means do not exist for ascertaining CDORthe CDOR Rate, including because the Refinitiv Benchmark Services Limited Reuters Screen CDOR page Page is not available or published on a current basis for the applicable period and such circumstances are unlikely to be temporary; (ii) the administrator of the CDOR Rate or a Governmental Entity Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iii) a Governmental Entity Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “CDOR Scheduled Unavailability Date”); or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(1)2.19, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDORthe CDOR Rate, then reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may mutually agree upon a successor rate to CDORthe CDOR Rate, and the Administrative Agent and the Borrowers may amend this Agreement to replace the CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Majority Required Lenders have delivered to the Administrative Agent written notice that such Majority Required Lenders do not accept such amendment. (2b) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(iSubsection 2.19(a)(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers applicable Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Canadian Dollar BA Instruments bankers’ acceptances, shall be suspended (to the extent of the affected Canadian Dollar BA Instrument, or applicable periodsbankers’ acceptances). Upon receipt of such notice, the Canadian applicable Borrower may revoke any pending request for an Advance advance of, conversion to or rollover of Canadian Dollar BA Instruments bankers’ acceptances, (to the extent of the affected Canadian Dollar BA Instrument, or applicable periodsbankers’ acceptances) or, failing that, will be deemed to have converted such request into a request for an Advance advance of Canadian Prime Rate Advances Loans (subject to the foregoing clause (bSubsection 2.19(b)) in the amount specified therein. (3c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero 0.5% for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1) If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Borrowers or the Majority Lenders notify the Administrative Agent that the Borrowers Borrower or Majority Lenders (as applicable) have determined that: (ia) adequate and reasonable means do not exist for ascertaining CDORCDOR (including, in all references within this Section 3.07, the BA Discount Rate), including because the Refinitiv Benchmark Services Limited Reuters Screen CDOR page Page is not available or published on a current basis for the applicable period Interest Period, and such circumstances are unlikely to be temporary; (iib) the administrator of the CDOR or a Governmental Entity Authority having jurisdiction has made a public statement identifying a specific date after which CDOR will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iiic) a Governmental Entity Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which CDOR shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause paragraph (iib) above and in this clause paragraph (iiic) a “CDOR Scheduled Unavailability Date”); or (ivd) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(13.07(1), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR, then reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may mutually agree upon a successor rate to CDOR, and the Administrative Agent and the Borrowers may amend this Agreement to replace CDOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders do not accept such amendment. (2) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(iSection 3.07(1)(a) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Canadian Dollar Bankers’ Acceptances and BA Instruments Equivalent Notes, shall be suspended (to the extent of the affected Canadian Dollar Bankers’ Acceptances, BA InstrumentEquivalent Notes, or applicable periods)Interest Periods) and (ii) CDOR shall no longer be utilized as a component in determining the Canadian Prime Rates. Upon receipt of such notice, the Canadian a Borrower may revoke any pending request for an Advance of, conversion to or rollover of Canadian Dollar Bankers’ Acceptances or BA Instruments Equivalent Notes (to the extent of the affected Canadian Dollar Bankers’ Acceptances, BA InstrumentEquivalent Notes, or applicable periodsInterest Periods) or, failing that, will be deemed to have converted such request into a request for an Advance of a Canadian Prime Rate Advances Advance (subject to the foregoing clause (bii)) in the amount specified therein. (3) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1a) If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify the Administrative Agent that the Borrowers Borrower or Majority Lenders (as applicable) have determined that: (i) adequate and reasonable means do not exist for ascertaining CDORthe CDOR Rate, including because the “CDOR Page” of Refinitiv Benchmark Services (UK) Limited CDOR (or any page substitute therefor) is not available or published on a current basis for the applicable interest period and such circumstances are unlikely to be temporary; (ii) the administrator of the CDOR Rate or a Governmental Entity an Official Body having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iii) a Governmental Entity an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “CDOR Scheduled Unavailability Date”); or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(1)7.11, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR, then reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrowers may mutually agree upon a successor rate to CDOR, and the Agent and the Borrowers may amend this Agreement to replace CDOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein ), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders do not accept such amendment., (2b) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(i7.11(a)(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Canadian Dollar Banker’s Acceptances and BA Instruments Equivalent Loans, shall be suspended (to the extent of the affected Canadian Dollar Bankers’ Acceptances, BA InstrumentEquivalent Loans, or applicable interest periods). Upon receipt of such notice, the Canadian Borrower may revoke any pending request for an Advance of, conversion to or rollover of Canadian Dollar Bankers’ Acceptances or BA Instruments Equivalent Loans, (to the extent of the affected Canadian Dollar Bankers’ Acceptances, BA InstrumentEquivalent Loans, or applicable interest periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Canadian Prime Rate Advances Loan (subject to the foregoing clause (b)) in the amount specified therein. (3c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreementagreement. In addition, the CDOR Rate shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1i) If the Applicable Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Applicable Borrower or the Majority Required Lenders notify the Applicable Administrative Agent that the Borrowers Applicable Borrower or Majority Required Lenders (as applicable) have determined that: (iA) adequate and reasonable means do not exist for ascertaining CDOR, including because the Refinitiv Benchmark Services Limited Reuters Screen CDOR page is not available or published on a current basis for the applicable period and such circumstances are unlikely to be temporary, (2) there no longer exists an active market for Bankers’ Acceptances or (3) the B/A Discount Rate will not or does not accurately reflect the costs of funds of the Required Lenders; (iiB) the administrator of the CDOR or a Governmental Entity Authority having jurisdiction has made a public statement identifying a specific date after which CDOR will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iiiC) a Governmental Entity Authority having jurisdiction over the Applicable Administrative Agent has made a public statement identifying a specific date after which CDOR shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (iiB) above and in this clause (iiiC) a “CDOR Scheduled Unavailability Date”); or (ivD) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(12.08(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR, then reasonably promptly after such determination by the Applicable Administrative Agent or receipt by the Applicable Administrative Agent of such notice, as applicable, the Applicable Administrative Agent and the Borrowers Applicable Borrower may mutually agree upon a successor rate to CDOR, and the Applicable Administrative Agent and the Borrowers Applicable Borrower may amend this Agreement to replace CDOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein therein), giving US-DOCS\110695394.8 due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Applicable Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers Applicable Borrower unless, prior to such time, Lenders comprising the Majority Required Lenders have delivered to the Applicable Administrative Agent written notice that such Majority Required Lenders do not accept such amendment. (2ii) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(i2.08(c)(i)(A) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Applicable Administrative Agent will promptly so notify the Borrowers Applicable Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Canadian Dollar BA Instruments Bankers’ Acceptances and B/A Equivalent Loans, shall be suspended (to the extent of the affected Canadian Dollar BA InstrumentBankers’ Acceptances, B/A Equivalent Loans, or applicable periods). Upon receipt of such notice, the Canadian Applicable Borrower may revoke any pending request for an Advance advance of, conversion to or rollover of Canadian Dollar BA Instruments Bankers’ Acceptances or B/A Equivalent Loans, (to the extent of the affected Canadian Dollar BA InstrumentBankers’ Acceptances, B/A Equivalent Loans, or applicable periods) or, failing that, will be deemed to have converted such request into a request for an Advance advance of Canadian Prime Rate Advances advances (subject to the foregoing clause (bii)) in the amount specified therein. (3iii) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1a) If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Required Lenders notify the Administrative Agent that the Borrowers Borrower or Majority Required Lenders (as applicable) have determined that: (i) adequate and reasonable means do not exist for ascertaining CDORthe CDOR Rate, including because the Refinitiv Benchmark Services Limited CDOR page Screen Canadian Dollar Offered Rate (CDOR) Page (or any display substituted therefor) is not available or published on a current basis for the applicable period and such circumstances are unlikely to be temporary; (ii) the administrator of the CDOR Rate or a Governmental Entity Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iii) a Governmental Entity Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “CDOR Scheduled Unavailability Date”); or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(1)16.11, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR, the CDOR Rate; then reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers Borrower may mutually agree upon a successor rate to CDORthe CDOR Rate, and the Administrative Agent and the Borrowers Borrower may amend this Agreement to replace the CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein ), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers Borrower unless, prior to such time, Lenders comprising the Majority Required Lenders have delivered to the Administrative Agent written notice that such Majority Required Lenders do not accept such amendment. (2b) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(i16.11(a)(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Canadian Dollar BA Instruments Advances, shall be suspended (to the extent of the affected Canadian Dollar BA InstrumentAdvances, or applicable periods). Upon receipt of such notice, the Canadian Borrower may revoke any pending request for an Advance of, conversion Conversion to or rollover Rollover of Canadian Dollar a BA Instruments Advance, (to the extent of the affected Canadian Dollar BA InstrumentAdvance, or applicable periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Canadian a Prime Rate Advances Advance (subject to the foregoing clause (b)) in the amount specified therein. (3c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR Rate shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1a) If the Agent determines Lender has determined (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify the Agent that the Borrowers or Majority Lenders (as applicable) have determined that: (i) adequate and reasonable means do not exist for ascertaining CDORthe CDOR Rate, including because the Refinitiv Benchmark Services Limited “CDOR page Page” of Reuters Monitor Money Rates Service is not available or published on a current basis for the applicable period Interest Period and such circumstances are unlikely to be temporary; (ii) the administrator of the CDOR Rate or a Governmental Entity Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;; or (iii) a Governmental Entity Authority having jurisdiction over the Agent Lender has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) iii)s a “CDOR Scheduled Unavailability Date”); or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(1), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR, then reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicableLender, the Agent Lender and the Borrowers may will mutually agree upon a successor rate to CDORthe CDOR Rate, and the Agent Lender and the Borrowers may will amend this Agreement to replace the CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders do not accept such amendmentchanges. (2b) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(iSection 2.19(a) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent Lender will promptly so notify the Borrowers and each LenderBorrowers. Thereafter, the obligation of the Lenders Lender to make or maintain Canadian Dollar BA Instruments CDOR Rate Loans shall be suspended (to the extent of the affected Canadian Dollar BA Instrument, CDOR Rate Loans or applicable periodsInterest Periods). Upon receipt of such notice, the Canadian a Borrower may revoke any pending request for an Advance of, conversion to or rollover a Loan of Canadian Dollar BA Instruments CDOR Rate Loans (to the extent of the affected Canadian Dollar BA InstrumentCDOR Rate Loans, or applicable periodsInterest Periods) or, failing that, will be deemed to have converted such request into a request for an Advance a Loan of Canadian a Prime Rate Advances (subject to the foregoing clause (b)) Loan in the amount specified therein. Any Rollover/Conversion Notice that requests the conversion of any Prime Rate Loans to a CDOR Rate Loan that is an affected CDOR Rate Loan shall be ineffective and such Prime Rate Loan will remain a Prime Rate Loan and notwithstanding Section 2.05(c) of this Agreement, at the end of any Interest Period for any then-outstanding affected CDOR Rate Loan, such CDOR Rate Loan shall be converted to a Prime Rate Loan. (3c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR Rate shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1a) If the Administration Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Borrowers or the Majority Lenders notify the Administration Agent that the Borrowers or Majority Lenders (as applicable) have determined that: (i) adequate and reasonable means do not exist for ascertaining CDORCDOR Rate, including because the Refinitiv Benchmark Services Limited Reuters Screen CDOR page Page is not available or published on a current basis for the applicable period Interest Period and such circumstances are unlikely to be temporary; (ii) the administrator of the CDOR Rate or a Governmental Entity Authority having jurisdiction has made a public statement identifying a specific date after which CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iii) a Governmental Entity Authority having jurisdiction over the Administration Agent has made a public statement identifying a specific date after which CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “CDOR Scheduled Unavailability Date”); or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(1)4.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDORthe CDOR Rate, then reasonably promptly after such determination by the Administration Agent or receipt by the Administration Agent of such notice, as applicable, the Administration Agent and the Borrowers may mutually agree upon a successor rate to CDORthe CDOR Rate, and the Agent and the Borrowers may amend this Agreement to replace the CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein ), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the Administration Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders do not accept such amendment. (2b) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(i4.13(a)(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Administration Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Canadian Dollar Bankers’ Acceptances and BA Instruments Equivalent Loans, shall be suspended (to the extent of the affected Canadian Dollar Bankers’ Acceptances, BA InstrumentEquivalent Loans, or applicable periodsInterest Periods). Upon receipt of such notice, the Canadian a Borrower may revoke any pending request for an Advance of, conversion to or rollover of Canadian Dollar Bankers’ Acceptances or BA Instruments Equivalent Loans, (to the extent of the affected Canadian Dollar Bankers’ Acceptances, BA InstrumentEquivalent Loans, or applicable periodsInterest Periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Canadian Prime Rate Advances Loans (subject to the foregoing clause (ba)) in the amount specified therein. (3c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, the CDOR Rate shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1a) If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Required Lenders notify the Administrative Agent that the Borrowers Borrower or Majority Required Lenders (as applicable) have determined that: (i) adequate and reasonable means do not exist for ascertaining CDORthe CDOR Rate, including because the Refinitiv Benchmark Services Limited Reuters Screen CDOR page Rate is not available or published on a current basis for the applicable period Interest Period and such circumstances are unlikely to be temporary; (ii) the administrator of the CDOR Rate or a Governmental Entity Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iii) a Governmental Entity Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “CDOR Scheduled Unavailability Date”); or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(1)3.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDORthe CDOR Rate, then reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers Borrower may mutually agree upon a successor rate to CDORthe CDOR Rate, and the Administrative Agent and the Borrowers may Borrower shall amend this Agreement to replace the CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers without any further action or consent of any other party to this Agreement, unless, prior to such time, Lenders comprising the Majority Required Lenders have delivered to the Administrative Agent written notice that such Majority Required Lenders do not accept such amendment. The proposed amendment may include adjustments to the Applicable Margins as may be necessary to maintain the relative margin on the applicable Obligations as in effect prior to the implementation of such alternate rate of interest and such other related changes after giving effect thereto. (2b) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(i(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Canadian Dollar Bankers’ Acceptances and BA Instruments Equivalent Loans, shall be suspended (to the extent of the affected Canadian Dollar Bankers’ Acceptances, BA InstrumentEquivalent Loans, or applicable periodsInterest Periods). In addition, until a CDOR Successor Rate is determined, CDOR shall not be included or referenced in the definition of Prime Rate. Upon receipt of such notice, the Canadian a Borrower may revoke any pending request for an Advance of, conversion to or rollover of Canadian Dollar Bankers’ Acceptances or BA Instruments Equivalent Loans, (to the extent of the affected Canadian Dollar Bankers’ Acceptances, BA InstrumentEquivalent Loans, or applicable periodsInterest Periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Canadian Prime Rate Advances (subject to the foregoing clause (b)third sentence of this paragraph) in the amount specified therein. (3c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1i) If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Borrowers or the Majority Required Lenders notify the Administrative Agent that the Borrowers or Majority Required Lenders (as applicable) have determined that: (iA) adequate and reasonable means do not exist for ascertaining CDORCDOR Rate, including because the “Refinitiv Benchmark Services Limited CDOR page Screen Canadian Dollar Offered Rate (CDOR) Page” of Reuters Monitor Money Rates Service is not available or published on a current basis for the applicable period and such circumstances are unlikely to be temporary; (iiB) the administrator of the CDOR Rate or a Governmental Entity Authority having jurisdiction has made a public statement identifying a specific date after which CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iiiC) a Governmental Entity Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (iiB) above and in this clause (iiiC) a “CDOR Scheduled Unavailability Date”); or (ivD) Canadian Dollar denominated syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(13.08(g), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDORCDOR Rate, then reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may mutually agree upon a successor rate to CDORCDOR Rate, and the Administrative Agent and the Borrowers may amend this Agreement to replace CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Majority Required Lenders have delivered to the Administrative Agent written notice that such Majority Required Lenders do not accept such amendment. (2ii) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(i(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make make, issue or maintain Eurocurrency Rate Loans in Canadian Dollar BA Instruments Dollars, shall be suspended (to the extent of the affected Canadian Dollar BA InstrumentEurocurrency Rate Loan, or applicable periodsInterest Periods). Upon receipt of such notice, the Canadian Borrower Borrowers may revoke any pending request for an Advance a Borrowing of, conversion to or rollover of a Eurocurrency Rate Loans in Canadian Dollar BA Instruments Dollars, (to the extent of the such affected Canadian Dollar BA Instrument, Eurocurrency Rate Loan or applicable periodsInterest Periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Canadian Prime a Base Rate Advances (subject to the foregoing clause (b)) Loan in the amount specified therein. (3iii) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1) If the Agent BMO determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify the Agent notifies BMO that the Borrowers or Majority Lenders (as applicable) have Borrower has determined that: (ia) adequate and reasonable means do not exist for ascertaining CDOR, including because the Refinitiv Benchmark Services Limited Reuters Screen CDOR page is not available or published on a current basis for the applicable period ending immediately prior to any Interest Payment Date and such circumstances are unlikely to be temporary; (iib) the administrator of the CDOR or a Governmental Entity Authority having jurisdiction has made a public statement identifying a specific date after which CDOR will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iiic) a Governmental Entity Authority having jurisdiction over the Agent BMO has made a public statement identifying a specific date after which CDOR shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “CDOR Scheduled Unavailability Date”)loans; or (ivd) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(1)3.11, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR, then reasonably promptly after such determination by the Agent BMO or receipt by the Agent BMO of such notice, as applicable, the Agent BMO and the Borrowers Borrower may mutually agree upon a successor rate to CDOR, and the Agent BMO and the Borrowers Borrower may amend this Agreement to replace CDOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”)benchmarks, together with any proposed CDOR Successor Rate successor rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent BMO shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders do not accept such amendmentBorrower. (2) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Canadian Dollar BA Instruments shall be suspended (to the extent of the affected Canadian Dollar BA Instrument, or applicable periods). Upon receipt of such notice, the Canadian Borrower may revoke any pending request for an Advance of, conversion to or rollover of Canadian Dollar BA Instruments (to the extent of the affected Canadian Dollar BA Instrument, or applicable periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Canadian Prime Rate Advances (subject to the foregoing clause (b)) in the amount specified therein. (3) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of “Canadian Prime Rate.”

CDOR Discontinuation. (1a) If the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Required Lenders notify the Agent that the Borrowers Borrower or Majority Required Lenders (as applicable) have determined that: : (i) adequate and reasonable means do not exist for ascertaining the Canadian Dollar offered rate for Bankers’ Acceptances (“CDOR”) for purposes of determining the BA Discount Rate, including because the Refinitiv Benchmark Services Limited CDOR page Page is not available or published on a current basis for the applicable interest period thereof and such circumstances are unlikely to be temporary; ; or (ii) the administrator of the CDOR or a Governmental Entity Authority having jurisdiction over CDOR or the Agent has made a public statement identifying a specific date after which CDOR will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iii) a Governmental Entity having jurisdiction over the Agent has made a public statement identifying a specific date after which CDOR shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iiib) a “CDOR Scheduled Unavailability Date”); or or (iviii) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.19(1), are being executed or amended (as applicable) to incorporate or adopt a new CDOR is no longer the market standard benchmark interest rate to replace CDORfor Canadian dollar borrowing, then reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrowers Borrower may mutually agree upon a successor rate to CDOR, and the Agent and the Borrowers Borrower may amend this Agreement to replace CDOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers Borrower unless, prior to such time, Lenders comprising the Majority Required Lenders have delivered to the Agent written notice that such Majority Required Lenders do not accept such amendment. (2) If no CDOR Successor Rate has been determined and the circumstances under clause 1.19(1)(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Canadian Dollar BA Instruments shall be suspended (to the extent of the affected Canadian Dollar BA Instrument, or applicable periods). Upon receipt of such notice, the Canadian Borrower may revoke any pending request for an Advance of, conversion to or rollover of Canadian Dollar BA Instruments (to the extent of the affected Canadian Dollar BA Instrument, or applicable periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Canadian Prime Rate Advances (subject to the foregoing clause (b)) in the amount specified therein. (3) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of “Canadian Prime Rate.”