Common use of Secondary Term XXXXX Conversion Clause in Contracts

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company as is available for the then-current Canadian Benchmark; provided that, this clause (f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the Company.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(iA)(I) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company applicable Borrower as is available for the then-current Canadian Benchmark; provided that, this clause (f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from the Borrowers or the Lenders comprising the Required Lenders or the Company.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day start of the then current next interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for the respective Available Tenor as selected by the Company Borrower as is available for the then-current Canadian Benchmark; provided that, this clause (f) shall not be effective unless the Administrative Agent Lender has delivered to the Lenders and the Company Borrower a Term XXXXX Notice, and so long as the Administrative Agent Lender has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the CompanyBorrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Financing Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current then‐current Canadian Benchmark for all purposes hereunder or under any Loan Financing Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Financing Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current then‐current Canadian Benchmark shall convert, at on the last day of the then current then‐current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for the respective Canadian Available Tenor as selected by the Company a Borrower as is available for the then-current then‐current Canadian Benchmark; provided that, this clause (f) Section 2.12.6 shall not be effective unless the Administrative Agent has Lenders have delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent has Lenders have not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the Company.any Borrower. 2.12.7

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Financing Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current then‐current Canadian Benchmark for all purposes hereunder or under any Loan Financing Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Financing Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current then‐current Canadian Benchmark shall convert, at on the last day of the then current then‐current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for the respective Canadian Available Tenor as selected by the Company a Borrower as is available for the then-current then‐current Canadian Benchmark; provided that, this clause (f) Section 2.12.6 shall not be effective unless the Administrative Agent Lender has delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent Lender has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the Companyany Borrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then then-current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company applicable Borrower as is available for the then-current Canadian Benchmark; provided that, that this clause (fvi) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the Company.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other CHAR1\1982698v3 party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then then-current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company applicable Borrower as is available for the then-current Canadian Benchmark; provided that, that this clause (fvi) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the Company.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Financing Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current then‐current Canadian Benchmark for all purposes hereunder or under any Loan Financing Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Financing Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current then‐current Canadian Benchmark shall convert, at on the last day of the then current then‐current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Canadian Available Tenor as selected by the Company a Borrower as is available for the then-current then‐current Canadian Benchmark; provided that, this clause (f) Section 2.13.6 shall not be effective unless the Administrative Agent Lender has delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent Lender has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the Company.any Borrower. 2.13.7

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at on the last day of the then then-current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for having a tenor approximately the respective same length as the interest payment period applicable to such Loan immediately prior to the conversion or such other Canadian Available Tenor as may be selected by the Company as is available for Borrowers and agreed by the then-current Canadian BenchmarkAgent; provided that, this clause (f) shall not be effective unless the Administrative Canadian Agent has delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Canadian Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Majority Lenders or the CompanyBorrowers.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company as is available for the then-current Canadian Benchmark; provided that, this clause (f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the Company.. (vii) For purposes of this Section 3.03(d): 88 158477613_2174043865_5

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Credit Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Credit Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Credit Document; and (ii) each Loan Accommodation outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at on the last first day of the then current next interest payment period, into a Loan an Accommodation bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for the respective Canadian Available Tenor as selected by the Company Borrowers as is available for the then-current Canadian Benchmark; provided that, this clause (f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Majority Lenders or the CompanyBorrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Transaction Document and subject to the proviso below in this clauseclause (vi), if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Transaction Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document; and (ii) each Loan Advance outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at on the last day of the then then-current interest payment periodRemittance Period, into a Loan an Advance bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for having a tenor approximately the respective same length as the Remittance Period applicable to such Advance immediately prior to the conversion or such other Canadian Available Tenor as may be selected by the Company as is available for Borrower and agreed by the then-current Canadian BenchmarkAdministrative Agent; provided that, that this clause (fvi) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrower a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the CompanyBorrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company Borrower as is available for the then-current Canadian Benchmark; provided that, this clause (fvi) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrower a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the CompanyBorrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current then‐current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current then‐current Canadian Benchmark shall convert, at on the last day of the then current then‐current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for having a tenor approximately the respective same length as the interest payment period applicable to such Loan immediately prior to the conversion or such other Canadian Available Tenor as may be selected by the Company as is available for Borrower and agreed by the then-current Canadian BenchmarkAdministrative Agent; provided that, this clause (fv) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrower a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the CompanyBorrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i1) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii2) each Alternative Currency Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, into a an Alternative Currency Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company Borrowers as is available for the then-current Canadian Benchmark; provided that, this clause (fvi) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the CompanyBorrowers.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan other Document and subject to the proviso below in this clauseSection 12.1(6), if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(ib)(i)(A) of such definition will replace the then-current Canadian dollar Benchmark for all purposes hereunder or under any Loan other Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each CDOR Rate Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convertconvert pursuant to a Conversion, at on the last first day of the then current next interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(ib)(i)(A) of such definition for the respective Available Tenor as selected by the Company Borrower as is available for the then-current Canadian dollar Benchmark; provided that, this clause (fSection 12.1(6) shall not be effective unless unless, in the Administrative case of the Syndicated Facility, the Agent has delivered to the Lenders and the Company Borrower, or, in the case of the Operating Facility, the Operating Lender has delivered to the Borrower, a Term XXXXX Notice, and so long as as, in the Administrative case of the Syndicated Facility, the Agent has not receivedreceived from Lenders comprising Majority of the Lenders or the Borrower, or, in the case of the Operating Facility, the Operating Lender has not received from the Borrower, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Banking Day after the date of the Term XXXXX Notice, written notice of objection to such conversion Conversion to Term XXXXX from Lenders comprising Majority of the Required Lenders or the CompanyBorrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on 59 and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan Canadian Advance outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at on the last day of the then then-current interest payment periodInterest Period, into a Loan an Advance bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for the respective Canadian Available Tenor as selected by the Company any Canadian Borrower as is available for the then-current Canadian Benchmark; provided that, this clause (f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company such Canadian Borrower a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the Company.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company Borrower as is available for the then-current Canadian Benchmark; provided that, this clause (f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the CompanyBorrowers.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such the definition of Canadian Benchmark Replacement will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at on the last day of the then then-current interest payment period, into a Loan an Accommodation bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such the definition of Canadian Benchmark Replacement for the respective Canadian Available Tenor as selected by the Company Borrowers as is available for the then-current Canadian Benchmark; Benchmark provided that, this clause (fSection 3.07(6) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from the Lenders comprising the Required Majority Lenders or the Company.Borrowers.1

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Canadian Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day start of the then current next interest payment period, into a Canadian Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for the respective Canadian Available Tenor as selected by the Company Parent Borrower as is available for the then-current Canadian Benchmark; provided that, this clause (f) shall not be effective unless the Canadian Administrative Agent has delivered to the Canadian Lenders and the Company Parent Borrower a Term XXXXX Notice, and so long as the Canadian Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Canadian Lenders comprising the Required Canadian Lenders or the CompanyParent Borrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (ix) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (iiy) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company Borrower as is available for the then-current Canadian Benchmark; provided that, this clause (fvi) shall not be effective unless the Administrative Agent has delivered to the Lenders Banks and the Company Borrower a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders Banks comprising the Required Lenders Banks or the CompanyBorrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan other Document and subject to the proviso below in this clauseSection 12.1(6), if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(ib)(i)(A) of such definition will replace the then-current Canadian dollar Benchmark for all purposes hereunder or under any Loan other Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each CDOR Rate Loan or CAD Benchmark Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convertconvert pursuant to a Conversion, at on the last first day of the then current next interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(ib)(i)(A) of such definition for the respective Available Tenor as selected by the Company Borrower as is available for the then-current Canadian dollar Benchmark; provided that, this clause (fSection 12.1(6) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrower a Term XXXXX Notice, and so long as the Administrative Agent has not received, received from Lenders comprising Majority of the Lenders or the Borrower by 5:00 p.m. (Toronto time) on the fifth (5th) Business Banking Day after the date of the Term XXXXX Notice, written notice of objection to such conversion Conversion to Term XXXXX from Lenders comprising Majority of the Required Lenders or the CompanyBorrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day start of the then current next interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for having a tenor approximately the respective same length as the interest payment period applicable to such Loan immediately prior to the conversion or such other Available Tenor as may be selected by the Company as is available for applicable Borrower and agreed by the then-current Canadian BenchmarkAdministrative Agent; provided that, that this clause (fvi) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Top Borrower a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the CompanyTop Borrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan other Credit Document and subject to the proviso below in this clauseSection 3.5(f), if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (iA) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Dollar Benchmark for all purposes hereunder or under any Loan other Credit Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Credit Document; and (iiB) each Bankers’ Acceptance or CAD Benchmark Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at on the last first day of the then current next interest payment period, into a Loan Borrowing bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company a Borrower as is available for the then-current Canadian Dollar Benchmark; provided that, this clause (fSection 3.5(f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) 5th Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion Conversion to Term Xxxx XXXXX from Lenders comprising the Required Majority Lenders or the CompanyBorrowers.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company Borrower as is available for the then-current Canadian Benchmark; provided that, this clause (f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrower a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the CompanyBorrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company as is available for the then-current Canadian Benchmark; provided that, this clause (fvi) shall not be effective unless the Administrative Agent has delivered to the Lenders Banks and the Company a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders Banks comprising the Required Lenders Applicable Banks in an Applicable Tranche or the Company.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clauseclause (vi), if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (ix) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (iiy) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company Borrower as is available for the then-current Canadian Benchmark; provided that, this clause (fvi) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Parent Borrower a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the CompanyParent Borrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan other Document and subject to the proviso below in this clauseSection 13.4(f), if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(ib)(i)(A) of such definition will replace the then-current Canadian Dollar Benchmark for all purposes hereunder or under any Loan other Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Bankers’ Acceptance or CAD Benchmark Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convertConvert, at on the last first day of the then current next interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(ib)(i)(A) of such definition for the respective Available Tenor as selected by the Company applicable Borrower as is available for the then-current Canadian Dollar Benchmark; provided that, that this clause (fSection 13.4(f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Banking Day after the date of the Term XXXXX Notice, written notice of objection to such conversion Conversion to Term XXXXX from Lenders comprising the Required Majority of the Lenders or the CompanyBorrowers.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current then‐current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current then‐current Canadian Benchmark shall convert, at on the last day of the then current then‐current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for having a tenor approximately the respective same length as the interest payment period applicable to such Loan immediately prior to the conversion or such other Canadian Available Tenor as may be selected by the Company as is available for Borrower and agreed by the then-current Canadian BenchmarkAdministrative Agent; provided that, this clause (fv) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrower a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the Company.Borrower. (v)

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at on the last day of the then then-current interest payment periodInterest Payment Period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i1)(a) of such definition for having a tenor approximately the respective same length as the interest payment period applicable to such Loan immediately prior to the conversion or such other Available Canadian Tenor as may be selected by the Company as is available for Parent Borrower and agreed by the then-current Canadian BenchmarkAdministrative Agent; provided that, this clause (fSection 3.09(f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Parent Borrower a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the CompanyParent Borrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, period into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company Borrowers as is available for the then-current Canadian Benchmark; provided that, this clause (fvi) shall not be effective unless the Administrative Agent has delivered to the Lenders Banks and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders Banks comprising the Required Lenders Majority Banks or the CompanyBorrowers.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day of the then current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by the Company Xxxxxxxxx as is available for the then-current Canadian Benchmark; provided that, this clause (fvi) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Xxxxxxxxx a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the Company.Xxxxxxxxx. 172003018 161402032v1

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this clauseSection 5.30.6, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Canadian Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Canadian Benchmark on such day Fifth Amended and Restated Credit Agreement and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, at the last day start of the then current next interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor Canadian Tenors as selected by the Company Borrowers as is available for the then-current Canadian Benchmark; provided that, this clause (f) Section 5.30.6 shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company Borrowers a Term XXXXX Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Banking Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders or the CompanyBorrowers.