Common use of Secondary Term XXXXX Conversion Clause in Contracts

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Document and subject to the proviso below in this Section 3.17(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 CDN Benchmark Replacement described in clause (a)(i) of the definition of “CDN Benchmark Replacement” will replace the then-current CDN Benchmark for all purposes hereunder or under any Document in respect of any setting of such CDN 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 Document; and (ii) each Advance outstanding on the Term XXXXX Transition Date bearing interest based on the then-current CDN Benchmark shall convert, on each Interest Payment Date, into an Advance bearing interest at the CDN Benchmark Replacement described in clause (a)(i) of such definition having a tenor approximately the same length as the interest payment period applicable to such Advance immediately prior to the conversion or such other CDN Available Tenor as may be selected by the Borrower and agreed by the Administrative Agent; provided that, this Section 3.17(6) shall not be effective unless the Administrative Agent has delivered to the Borrower and the Lenders 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 Majority Lenders or the Borrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this Section 3.17(6)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 CDN Benchmark Replacement described in clause (a)(i1)(a) of the such definition of “CDN Benchmark Replacement” will replace the then-current CDN then‐current Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such CDN 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 Advance Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current CDN then‐current Benchmark shall convert, on each Interest Payment Dateat the start of the next interest payment period, into an Advance bearing interest at the CDN Benchmark Replacement described in clause (a)(i1)(a) of such definition having a tenor approximately the same length as the interest payment period applicable to such Advance immediately prior to the conversion or such other CDN Available Tenor as may be selected by the Borrower and agreed by the Administrative Agent; provided that, this Section 3.17(6clause (f) shall not be effective unless the Administrative Agent has delivered to the Borrower Lenders and the Lenders 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 Majority Required Lenders or the Borrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Credit Facility Document (and any Hedge Agreement shall be deemed not to be a “Credit Facility Document” for purposes of this Section) and subject to the proviso below in this Section 3.17(610.4(g), 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 CDN Benchmark Replacement described in clause (a)(iSection 10.4(a)(iii)(A)(1) of the definition of “CDN Benchmark Replacement” will replace the then-current CDN Benchmark for all purposes hereunder or under any Credit Facility Document in respect of any setting of such CDN 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 Credit Facility Document; and (iiy) each Advance outstanding on the Term XXXXX Transition Date bearing interest based on the then-current CDN Benchmark shall convert, on each Interest Payment Dateat the start of the next interest payment period, into an Advance bearing interest at the CDN Benchmark Replacement described in clause (a)(iSection 10.4(a)(iii)(A)(1) of such definition having a tenor approximately the same length as the interest payment period applicable to such Advance immediately prior to the conversion or such other CDN Available Tenor as may be selected by the Borrower WFT and agreed by the Administrative Agent; provided that, this Section 3.17(610.4(g) shall not be effective unless the Administrative Agent has delivered to the Borrower Canadian Lenders and the Lenders WFT 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 Canadian Lenders comprising the Majority Lenders or the BorrowerWFT.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any other Document and subject to the proviso below in this Section 3.17(612.1(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 CDN Benchmark Replacement described in clause (a)(ib)(i)(A) of the such definition of “CDN Benchmark Replacement” will replace the then-current CDN Canadian dollar Benchmark for all purposes hereunder or under any other Document in respect of any setting of such CDN 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 Document; and (ii) each Advance CDOR Rate Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current CDN Benchmark shall convertconvert pursuant to a Conversion, on each Interest Payment Datethe first day of the next interest payment period, into an Advance a Loan bearing interest at the CDN Benchmark Replacement described in clause (a)(ib)(i)(A) of such definition having a tenor approximately for the same length as the interest payment period applicable to such Advance immediately prior to the conversion or such other CDN respective Available Tenor as may be selected by the Borrower and agreed by as is available for the Administrative Agentthen-current Canadian dollar Benchmark; provided that, this Section 3.17(612.1(6) shall not be effective unless unless, in the Administrative case of the Syndicated Facility, the Agent has delivered to the Borrower Lenders and the Lenders 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 Majority Lenders or the Borrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this Section 3.17(6)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 CDN Benchmark Replacement described in clause (a)(ic)(i) of the such definition of “CDN Benchmark Replacement” will replace the then-current CDN Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such CDN 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 Advance Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current CDN Benchmark shall convert, on each Interest Payment Dateat the start of the next interest payment period, into an Advance a Loan bearing interest at the CDN Benchmark Replacement described in clause (a)(ic)(i) of such definition having a tenor approximately for the same length as the interest payment period applicable to such Advance immediately prior to the conversion or such other CDN respective Available Tenor as may be selected by the Borrower and agreed by as is available for the Administrative Agentthen-current Benchmark; provided that, this Section 3.17(6clause (e) shall not be effective unless the Administrative Agent has delivered to the Borrower Lenders and the Lenders 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 Majority Required Lenders or the Borrower.. (ef)

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this Section 3.17(63.5(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 CDN Benchmark Replacement described in clause (a)(i) of the such definition of “CDN Benchmark Replacement” will replace the then-current CDN Canadian Dollar Benchmark for all purposes hereunder or under any other Credit Document in respect of any setting of such CDN 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 Credit Document; and (iiB) each Advance Bankers’ Acceptance or CAD Benchmark Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current CDN Benchmark shall convert, on each Interest Payment Datethe first day of the next interest payment period, into an Advance a Borrowing bearing interest at the CDN Benchmark Replacement described in clause (a)(i) of such definition having a tenor approximately for the same length as the interest payment period applicable to such Advance immediately prior to the conversion or such other CDN respective Available Tenor as may be selected by a Borrower as is available for the Borrower and agreed by the Administrative Agentthen-current Canadian Dollar Benchmark; provided that, this Section 3.17(63.5(f) shall not be effective unless the Administrative Agent has delivered to the Borrower Lenders and the Lenders 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 Majority Lenders or the BorrowerBorrowers.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any other Document and subject to the proviso below in this Section 3.17(613.4(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 CDN Benchmark Replacement described in clause (a)(ib)(i)(A) of the such definition of “CDN Benchmark Replacement” will replace the then-current CDN Canadian Dollar Benchmark for all purposes hereunder or under any other Document in respect of any setting of such CDN 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 Document; and (ii) each Advance Bankers’ Acceptance or CAD Benchmark Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current CDN Benchmark shall convertConvert, on each Interest Payment Datethe first day of the next interest payment period, into an Advance a Loan bearing interest at the CDN Benchmark Replacement described in clause (a)(ib)(i)(A) of such definition having a tenor approximately for the same length as the interest payment period applicable to such Advance immediately prior to the conversion or such other CDN respective Available Tenor as may be selected by the applicable Borrower and agreed by as is available for the Administrative Agentthen-current Canadian Dollar Benchmark; provided that, that this Section 3.17(613.4(f) shall not be effective unless the Administrative Agent has delivered to the Borrower Lenders and the Lenders 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 Majority of the Lenders or the BorrowerBorrowers.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this Section 3.17(6)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 CDN Benchmark Replacement described in clause (a)(i) of the such definition of “CDN Benchmark Replacement” will replace the then-current CDN Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such CDN 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 Advance Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current CDN Benchmark shall convert, on each Interest Payment Dateat the start of the next interest payment period, into an Advance a Loan bearing interest at the CDN Benchmark Replacement described in clause (a)(i) of such definition having a tenor approximately the same length as the interest payment period applicable to such Advance Loan immediately prior to the conversion or such other CDN Available Tenor as may be selected by the Borrower and agreed by the Administrative Agent; provided that, this Section 3.17(6clause (f) shall not be effective unless the Administrative Agent has delivered to the Borrower Lenders and the Lenders 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 Majority Required Lenders or the Borrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Financing Document and subject to the proviso below in this Section 3.17(6)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 CDN Benchmark Replacement described in clause (a)(i1)(a) of the such definition of “CDN Benchmark Replacement” will replace the then-current CDN Benchmark for all purposes hereunder or under any Financing Document in respect of any setting of such CDN 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 Financing Document; and (ii) each Advance Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current CDN Benchmark shall convert, on each Interest Payment Dateat the start of the next interest payment period, into an Advance a Loan bearing interest at the CDN Benchmark Replacement described in clause (a)(i1)(a) of such definition having a tenor approximately the same length as the interest payment period applicable to such Advance Loan immediately prior to the conversion or such other CDN Available Tenor as may be selected by the Borrower and agreed by the Administrative AgentLender; provided that, this Section 3.17(6clause (f) shall not be effective unless the Administrative Agent Lender has delivered to the Borrower Lenders and the Lenders 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 Majority Lenders or the Borrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this Section 3.17(6)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 CDN Benchmark Replacement described in clause (a)(i1)(a) of the such definition of “CDN Benchmark Replacement” will replace the then-current CDN Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such CDN 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 Advance Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current CDN Benchmark shall convert, convert on each Interest Payment Datethe last day of the then-current interest payment period, into an Advance a Loan bearing interest at the CDN Benchmark Replacement described in clause (a)(i1)(a) of such definition having a tenor approximately for the same length as the interest payment period applicable to such Advance immediately prior to the conversion or such other CDN respective Available Tenor as may be selected by the Borrower and agreed by as is available for the Administrative Agentthen-current Benchmark; provided that, this Section 3.17(6clause (f) shall not be effective unless the Administrative Agent has delivered to the Borrower Lenders and the Lenders 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 Majority Lenders or the Borrower.

Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any other Document and subject to the proviso below in this Section 3.17(612.1(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 CDN Benchmark Replacement described in clause (a)(ib)(i)(A) of the such definition of “CDN Benchmark Replacement” will replace the then-current CDN Canadian dollar Benchmark for all purposes hereunder or under any other Document in respect of any setting of such CDN 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 Document; and (ii) each Advance CDOR Rate Loan or CAD Benchmark Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current CDN Benchmark shall convertconvert pursuant to a Conversion, on each Interest Payment Datethe first day of the next interest payment period, into an Advance a Loan bearing interest at the CDN Benchmark Replacement described in clause (a)(ib)(i)(A) of such definition having a tenor approximately for the same length as the interest payment period applicable to such Advance immediately prior to the conversion or such other CDN respective Available Tenor as may be selected by the Borrower and agreed by as is available for the Administrative Agentthen-current Canadian dollar Benchmark; provided that, this Section 3.17(612.1(6) shall not be effective unless the Administrative Agent has delivered to the Borrower Lenders and the Lenders 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 Majority Lenders or the Borrower.