Common use of LIBOR Replacement Clause in Contracts

LIBOR Replacement. (a) If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that: (i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Facility Documents, if the Administrative Agent determines (which determination shall be conclusive, conclusive absent manifest error), or the Borrower or the Managing Agents notify the Administrative Agent (with, in the case of the Managing Agents, a copy to Borrower) that the Borrower or the Managing Agents (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining the circumstances described in Section 8.3 have arisen LIBO Rate for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either ; (Ab) the applicable supervisor or administrator of LIBOR, the LIBOR Screen Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rates for rate of loans (either such specific date, a the “Libor Discontinuation Scheduled Unavailability Date”); or (iic) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in to replace the Canadian marketLIBO Rate, then 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 Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to may amend this Agreement such that, to replace the LIBO Rate with an alternate benchmark rate (including any mathematical or other adjustments to the extent practicablebenchmark (if any) incorporated therein), the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent giving due consideration to the all-in interest rate applicable to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary New York time) on the fifth Banking Business Day after a copy of the Administrative Agent shall have posted such proposed amendment is provided to the all Lenders and without any further action or consent of any other party the Borrower unless, prior to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, the Lenders comprising the Managing Agents have delivered to the Administrative Agent written notice that such Managing Agents do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Loans the Interest Rates for which are calculated using the LIBO Rate shall be suspended, (to the extent of the affected Loans or Interest Periods), and (iiy) transitioning existing loans from LIBOR-based the Alternative Rate for any day should be an interest rates to loans bearing interest calculated with reference rate per annum equal to the new reference index rate Prime Rate in effect on such day. Upon receipt of interest. (d) Until an amendment reflecting such notice, the transition to Borrower may revoke any pending request for a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice conversion to or continuation of Conversion requesting a Conversion intoEurodollar loans (to the extent of the affected Eurodollar loans or Interest Periods) or, or Notice of Rollover requesting a Rollover offailing that, LIBOR Based Loans under a Credit Facility shall will be deemed to be have converted such request into a request for a U.S. Base Rate Loan Borrowing of Loans (subject to the foregoing clause (y)) in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facilityspecified therein. Notwithstanding anything else herein, in no event shall the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Successor Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zerozero for purposes of this Agreement. If the LIBOR Successor Rate is calculated to be less than zero hereunder, it shall be deemed to be zero for the purposes of the this Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive, conclusive absent manifest error), or the Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining the circumstances described in Section 8.3 have arisen London Interbank Offered Rate for any requested Interest Period, because the London Interbank Offered Rate benchmark rate distributed by ICE is not available or published on a current basis and such circumstances are unlikely to be temporary, ; or (b) ICE or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which LIBOR the London Interbank Offered Rate shall no longer be made available, or used for determining the interest rates for rate of loans (either such specific date, a the “Libor Discontinuation Scheduled Unavailability Date”); , or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the replacement index rate of interestLondon Interbank Offered Rate, spread adjustments, If no LIBOR Successor Rate has been determined and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: circumstances under clause (i) determining a rate above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of interest applicable the Lenders to newly originated U.S. Dollar loans made in Canada at such timemake or maintain LIBO Rate Loans shall be suspended, (to the extent of the affected LIBO Rate Loans or Interest Periods), and (iiy) transitioning existing loans from LIBOR-based interest rates the LIBO Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, any Borrower may revoke any pending request for a Borrowing of, conversion to loans bearing interest calculated with reference or continuation of LIBO Rate Loans (to the new reference index rate extent of interest. (dthe affected LIBO Rate Loans or Interest Periods) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Sectionor, each Notice of Borrowingfailing that, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall will be deemed to be have converted such request into a request for a U.S. Base Rate Loan Borrowing of ABR Loans (subject to the foregoing clause (y)) in the same principal amount under the same Credit Facility; and (ii) specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in respect of a maturing LIBOR Based Loan under a Credit Facility, in the no event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of shall such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Successor Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero 1.00% per annum for the purposes of the this Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at any time the Administrative Agent determines (which determination shall be conclusive, conclusive absent manifest error) that: that (i) the circumstances described set forth in Section 8.3 2.6A have arisen and such circumstances are unlikely to be temporary, temporary or that (ii) the circumstances described set forth in Section 8.3 2.6A have not arisen, arisen but either (A) the applicable supervisor or for the administrator of LIBOR, the LIBOR Screen Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian marketloans, then the Administrative Agent and the Borrower shall negotiate in good faith endeavor to select establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a replacement index rate of interest for LIBOR syndicated loans in the United States at such time, and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index reflect such alternate rate of interest, spread adjustments interest and such other related amendments changes to this Agreement as may be appropriate in applicable (but for the discretion avoidance of doubt, such related changes shall not include a reduction of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interestApplicable Margin). Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document8.5, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this AgreementAgreement so long as the Administrative Agent shall not have received, unless within five Business Days after the Agent receives, on or before date written notice of such date and timealternate rate of interest is provided to the Lenders, a written notice from the Majority Requisite Lenders stating that such Requisite Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a . Until an alternate rate of interest applicable to newly originated U.S. Dollar loans made shall be determined in Canada at such timeaccordance with this Section 2.6C (but, and in the case of the circumstances described in clause (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference of the first sentence of this Section 2.6C, only to the new reference index rate extent the LIBOR Screen Rate and/or such Interest Period is not available or published at such time on a current basis), (x) any Conversion/Continuation Notice that requests the conversion of interest. (d) Until an amendment reflecting the transition to any Borrowing to, or continuation of any Borrowing as, a new reference index rate Borrowing of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that be ineffective and (y) if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way ofrequests a Borrowing of a LIBOR Loan, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility such Borrowing shall be deemed to be made as a request for Borrowing of a U.S. Base Rate Loan in the same principal amount under the same Credit FacilityLoan; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facilityprovided, in the event the Borrower fails to givethat, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index alternate rate of interest agreed upon to replace LIBOR shall be less than zero, it such rate shall be deemed to be zero for the purposes of the this Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (atogether with any successor to the ICE Benchmark Administrator, the “IBA”) If at any time for purposes of the Agent determines (which determination shall be conclusiveIBA setting the London interbank offered rate. As a result, absent manifest error) that: (i) it is possible that commencing in 2022, the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 2.13 of this Agreement, such Section 2.13 provides a mechanism for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index alternative rate of interest. Notwithstanding anything The Administrative Agent will notify the Borrower, pursuant to Section 2.13, in advance of any change to the contrary in this Agreement (including Section 17.17) reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided matter related to the Lenders and without any further action London interbank offered rate or consent other rates in the definition of any other party to this Agreement, unless the Agent receives, on “LIBO Rate” or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to bear interest calculated with reference to LIBOR; provided that if Section 2.13, will be similar to, or produce the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way same value or economic equivalence of, Notice of Conversion requesting a Conversion into, the LIBO Rate or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in have the same principal amount under volume or liquidity as did the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails London interbank offered rate prior to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereofits discontinuance or unavailability. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Loan Documents, if the Borrower Representative and the Administrative Agent determines reasonably determine in good faith (which determination shall be conclusivefinal and conclusive and binding on all parties hereto (provided that the Borrower Representative and the Administrative Agent shall make such a determination of whether such an event shall have occurred, absent manifest error) at any time upon the reasonable request of the Borrower Representative), that: (ia) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the circumstances described in Section 8.3 have arisen LIBOR Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either ; or (Ab) the applicable supervisor or administrator of LIBOR, the LIBOR Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rates for loans (either such daterate of loans, a “Libor Discontinuation Date”); or (iic) syndicated loans are being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in to replace LIBOR, then, reasonably promptly after such determination, the Canadian market, then the Administrative Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to Representative may amend this Agreement such that, to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the extent practicablebenchmark (if any) incorporated therein), the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent giving due consideration to the all-in interest rate applicable to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes, and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary New York City time) on the fifth Banking Business Day after a copy of the Administrative Agent shall have posted such proposed amendment is provided to all Lenders and the Borrower Representative, unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Lenders and without any further action or consent of any other party to this Agreement, unless the Administrative Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Required Lenders object to do not accept such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at any time the Agent Bank determines (which determination shall be conclusiveconclusive and binding upon the Borrowers) that (i) deposits of a type and maturity appropriate to match fund LIBOR Loans are not available in the relevant market, or (ii) the interest rate applicable to LIBOR Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Loans, then the Bank shall suspend the availability of LIBOR Loans and require any affected LIBOR Loans to be converted to Base Rate Loans or repaid, in either case subject to the payment of any funding indemnification amounts required, if any, hereunder. Amended and Restated Loan Agreement Berkshire Bank/Ranor and Stadco (b) Notwithstanding the foregoing or any provisions in the other Loan Documents, in the event the Bank determines (which determination shall be conclusive absent manifest error) that: that (i) the circumstances described set forth in Section 8.3 2.7(a) have arisen and such circumstances are unlikely to be temporary, or that (ii) the circumstances described set forth in Section 8.3 2.7(a) have not arisen, arisen but either (A) ICE or any successor Person that takes over the applicable supervisor administration and the quoting services of LIBOR Rate (the “LIBOR Administrator”) permanently or administrator indefinitely discontinues its administration and publication of LIBORLIBOR Rate for deposits in U.S. dollars, or (B) the LIBOR Administrator, the supervisor of the LIBOR Administrator or a governmental authority having jurisdiction over the Agent, Bank has made a public statement identifying a specific date after which LIBOR Rate shall no longer be used for determining interest rates for loans or after which a screen rate for LIBOR Rate will be permanently or indefinitely cease to be published or (either such dateC) the supervisor of the LIBOR Administrator has made a public statement that the LIBOR Administrator is insolvent (and there is no successor administrator that will continue publication of LIBOR Rate for deposits in U.S. dollars), a “Libor Discontinuation Date”); or or (iiiii) a rate other than LIBOR Rate has become a widely recognized benchmark rate for newly bank-originated commercial loans denominated in U.S. Dollars dollars in the Canadian U.S. market, then, in each case, the Bank shall notify the Borrowers of such an event and shall select, in its sole discretion, as of any such determination date, an alternate rate of interest, together with any spread or adjustment to be applied to such an alternate rate of interest to account for the effects of the transition from LIBOR Rate to such an alternate rate of interest, to replace LIBOR Rate giving due consideration to the then the Agent and the Borrower shall negotiate in good faith to select prevailing market convention for determining a replacement index rate of interest for LIBOR and make comparable bank-originated commercial loans in the United States at such spread adjustments thereto and other related amendments time, such alternate rate to this Agreement such that, become effective immediately upon notification by the Bank to the extent practicableBorrowers. If deemed necessary by the Bank, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent Borrowers agree to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index reflect such alternate rate of interest, spread adjustments interest and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments changes to this Agreement contemplated by this Section shall give due consideration to as Bank may request. Upon the prevailing market practice for: (i) determining a occurrence of any of the above events and until an alternate rate of interest applicable shall be determined in accordance with this Section 2.7(b), any request pursuant to newly originated U.S. Dollar loans made in Canada at a Revolver Advance that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Loan shall be ineffective and any such timeLoan shall be automatically continued as or converted to, as the case may be, a Base Rate Loan, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition if any request pursuant to a new reference index Revolver Advance requests a LIBOR Loan, such Loan shall instead be made as a Base Rate Loan. If the alternate rate of interest becomes effective as contemplated by determined pursuant to this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination Section 2.7(b) shall be conclusiveless than one-half of one percent (0.50%), absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and one-half of one percent (ii0.50%) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the this Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the Screen Rate is not available with respect to any Interest Period for any reason (a) If at any time including the Agent determines (which determination shall be conclusive, absent manifest error) that: (i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made Screen Rate making a public statement identifying a specific date after which LIBOR the Screen Rate shall no longer be used for determining interest rates for loans), then the Screen Rate for such Interest Period shall be (x) a comparable or successor floating rate that is, at such time, broadly accepted by the syndicated loan market for loans denominated in Dollars in lieu of the London interbank offered rate as determined by the Administrative Agent with the consent of the Borrower or (either y) if no such datebroadly accepted comparable successor rate exists at such time, a “Libor Discontinuation Date”)successor index rate as the Administrative Agent may determine with the consent of the Borrower which successor index rate under this clause (y) may be posted to the Lenders not less than five (5) Business Days before effectiveness thereof and, if the Required Lenders shall not have objected to such successor rate within five (5) Business Days after posting, then the Required Lenders shall be deemed to have agreed that such successor rate is reasonable and have consented to the effectiveness of such successor rate; or provided that (i) any such successor rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor rate shall be applied in a rate manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower, and provided, further, that, without the consent of any other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in Loan Party, Agent or Lender, the Canadian market, then the Agent Borrower and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make Administrative Agent may effect such spread adjustments thereto and other related amendments to this Agreement such thatand the other Loan Documents as may be necessary or appropriate, to in the extent practicable, reasonable opinion of the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Administrative Agent and the Borrower pursuant Borrower, to clause (a) aboveeffect the provisions of this Section 1.11, including amendments as deemed necessary by the Administrative Agent and the Borrower shall enter into an amendment in its reasonable judgment to this Agreement that gives effect any successor rate or to address technical issues relating to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Loan Documents, if the Borrower notifies the Administrative Agent determines (which determination shall be conclusivethat, absent manifest error) thatin its determination: (i) adequate and reasonable means do not exist for ascertaining the circumstances described in Section 8.3 have arisen LIBO Rate for any requested Interest Period, including, without limitation, because the Interpolated Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either or (Aii) the applicable supervisor or administrator of LIBOR, the Interpolated Screen Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which LIBOR the LIBO Rate or the Interpolated Screen Rate shall no longer be made available, or used for determining the interest rates rate of loans, or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after receipt by the Administrative Agent of such notice, the Borrower and the Administrative Agent may amend this Agreement to replace the LIBO Rate with an alternative 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 loans similar U.S. dollar denominated credit facilities for such alternative benchmarks (either any such daterate, a “Libor Discontinuation DateLIBO Successor Rate”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent together with any LIBO Successor Rate Conforming Changes, and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary New York City time) on the fifth Banking Day Business day after a copy of the Administrative Agent shall have posted such proposed amendment is provided to the all Lenders and without any further action or consent of any other party the Borrower, unless, prior to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to Lenders comprising the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been Required Lenders have delivered to the Administrative Agent written notice that the Required Lenders do not accept such amendment. Notwithstanding anything else herein, in respect thereof), no event shall such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base LIBO Successor Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the this Agreement. (fb) For certaintyThe interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, upon which is derived from the occurrence of a Libor Discontinuation DateLondon interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.S. Base Rate shall U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be determined without regard available or may no longer be deemed an appropriate reference rate upon which to subparagraph (cdetermine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 1.10(a) of this Agreement, such Section 1.10(a) provides a mechanism for determining an alternative rate of interest. The Administrative Agent may amend this Agreement together with the Borrower, pursuant to Section 1.10(a), in advance of or after any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof., including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 1.10(a), will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive, conclusive absent manifest error) that: (ia) the circumstances described set forth in Section 8.3 2.14(a) have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either ; or (Ab) the applicable supervisor or for the administrator of LIBOR, the Published LIBO Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which LIBOR the Published LIBO Rate shall no longer be made available, or used for determining the interest rates for rate of loans (either such specific date, a the “Libor Discontinuation Scheduled Unavailability Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in , then, reasonably promptly after such determination by the Canadian marketAdministrative Agent, then the Administrative Agent and the Borrower shall negotiate in good faith may amend this Agreement to select replace the LIBO Rate with an alternate rate of interest (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to the then-prevailing market convention for determining a replacement index rate of interest for U.S. dollar denominated syndicated credit facilities (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes, and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary New York time) on the fifth Banking Business Day after a copy the Administrative Agent shall have given notice of the amendment is provided such alternate rate of interest to the Lenders and without any further action or consent of any other party unless, prior to this Agreement, unless the Agent receives, on or before such date and time, a Lenders comprising the Required Lenders of each Class have delivered to the Administrative Agent written notice from the Majority Lenders stating that such Required Lenders object to do not accept such amendment. (c) Selection of the replacement index rate of interest; provided that, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a if such alternate rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it such rate shall be deemed to be zero for the purposes of this Agreement. If no LIBOR Successor Rate has been determined and the Agreement. circumstances under clause (fa) For certainty, upon above exist or the occurrence of a Libor Discontinuation DateScheduled Unavailability Date has occurred (as applicable), the U.S. Base Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans shall be determined without regard suspended, (to subparagraph (c) the extent of the definition thereofaffected LIBO Rate Loans or Interest Periods), and (y) the LIBO Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein.

LIBOR Replacement. (a) If at any time (i) the Agent determines (which determination shall be conclusive, conclusive absent manifest error) that: or the Required Purchaser Agents notify the Agent that adequate and reasonable means do not exist for ascertaining the LIBO Rate (iincluding, without limitation, because the Reuters Screen LIBO Page is not available or published on a current basis) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (Aii) the applicable supervisor or for the administrator of LIBOR, the LIBO Rate or (B) a governmental authority an Official Body having jurisdiction over the Agent, Agent has made a public statement identifying a specific date after which LIBOR the LIBO Rate shall no longer be used for determining interest rates for loans loans, or (either such date, a “Libor Discontinuation Date”); or (iiiii) a any applicable interest rate other than LIBOR has become specified herein is no longer a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian marketUnited States syndicated loan market in the applicable currency, then the Agent and the Borrower Seller shall negotiate in good faith endeavor to select establish an alternate rate of interest (the “Replacement Rate”) to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a replacement index rate of interest for LIBOR syndicated loans in the United States at such time, and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index reflect such alternate rate of interest, spread adjustments interest and such other related amendments changes to this Agreement as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interestapplicable. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document13.1, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless Agreement so long as the Agent receivesshall not have received, on or before such within five (5) Business Days of the date and timenotice of the Replacement Rate is provided to the Purchasers, a written notice from the Majority Lenders Required Purchaser Agents stating that such Lenders Required Purchaser Agents object to such amendment. . Until the Replacement Rate is determined (c) Selection but, in the case of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made circumstances described in Canada at such time, and clause (ii) transitioning existing loans from LIBOR-based interest rates of the first sentence of this Section 4.5, only to loans bearing interest calculated with the extent the LIBO Rate for such Interest Period is not available or published at such time on a current basis), (a) no portion of the Invested Amount shall be funded at the LIBO Rate or at the Alternate Base Rate determined by reference to the new reference index rate LIBO Rate and (b) the Yield for any outstanding portions of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated Invested Amount then funded at the LIBO Rate or at the Alternate Base Rate determined by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusiveLIBO Rate shall, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered then current Interest Period, be converted to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day Alternate Base Rate determined by reference to clause (ii) of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision definition of the AgreementAlternate Base Rate. Notwithstanding anything else herein, if at any time the replacement index rate definition of interest agreed upon to replace LIBOR Replacement Rate shall provide that in no event shall such Replacement Rate be less than zero, it shall be deemed to be zero for the purposes of this Agreement. To the Agreement. (f) For certainty, upon extent the occurrence of a Libor Discontinuation DateReplacement Rate is approved by the Agent in connection with this clause, the U.S. Base Replacement Rate shall be applied in a manner consistent with market practice; provided, that, in each case, to the extent such market practice is not administratively feasible for the Agent, the Replacement Rate shall be applied as otherwise reasonably determined without regard to subparagraph by the Agent (c) it being understood that any such modification by the Agent shall not require the consent of, or consultation with, any of the definition thereofPurchasers).

LIBOR Replacement. (a) If at any time the Administrative Agent determines (which determination shall be conclusive, conclusive absent manifest error) that: that (i) the circumstances described in Section 8.3 LIBO Rate Circumstances have arisen and such circumstances are unlikely to be temporary, temporary or that (ii) the circumstances described in Section 8.3 LIBO Rate Circumstances have not arisen, arisen but either (A) the applicable supervisor or for the administrator of LIBOR, the LIBO Screen Rate or (B) a governmental authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which LIBOR the LIBO Screen Rate shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian marketloans, then the Administrative Agent and the Borrower shall negotiate in good faith endeavor to select establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then-prevailing market convention for determining a replacement index rate of interest for LIBOR syndicated loans in the United States at such time, and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Administrative Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index reflect such alternate rate of interest, spread adjustments interest and such other related amendments changes to this Agreement as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interestapplicable. Notwithstanding anything to the contrary in this Agreement Section 9.5 (including Section 17.17) or any other DocumentAmendments and Waivers), such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this AgreementAgreement so long as Administrative Agent shall not have received, unless within five (5) Business Days of the Agent receives, on or before date notice of such date and timealternate rate of interest is provided to the Lenders, a written notice from the Majority Requisite Lenders stating that such Requisite Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a . Until an alternate rate of interest applicable to newly originated U.S. Dollar loans made shall be determined in Canada at such timeaccordance with this clause (f) (but, and in the case of the circumstances described in clause (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference of the first sentence of this Section 2.15(f), only to the new reference index rate extent the LIBO Screen Rate for Dollars for such Interest Period is not available or published at such time on a current basis), (x) any Conversion/Continuation Notice that requests the conversion of interest. any Loans to, or continuation of any Loans as, a LIBO Rate Loan shall be ineffective and (dy) Until an amendment reflecting the transition to if any Funding Notice requests a new reference index LIBO Rate Loan, such Loan shall be made as a Base Rate Loan; provided that, if such alternate rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it such rate shall be deemed to be zero for the purposes of the this Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at any time (i) the Agent determines (which determination shall be conclusive, conclusive absent manifest error) that: or the Required Financial Institutions notify the Agent that adequate and reasonable means do not exist for ascertaining the LIBO Rate (iincluding, without limitation, because the LIBO Rate is not available or published on a current basis) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (Aii) the applicable supervisor or for the administrator of LIBOR, the LIBO Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Agent has made a public statement identifying a specific date after which LIBOR the LIBO Rate shall no longer be used for determining interest rates for loans loans, or (either such date, iii) the administrator of the LIBO Rate has made a “Libor Discontinuation Date”public statement identifying a specific date after which LIBO Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent Agent, the Servicer and the Borrower Seller shall negotiate in good faith endeavor to select establish an alternate rate and make adjustments to the applicable margins (collectively, the “Replacement Rate”) to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a replacement index rate of interest for LIBOR syndicated loans in the United States at such time, and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index reflect such alternate rate of interest, spread adjustments to applicable margins and such other related amendments changes to this Agreement as may be appropriate applicable. Notwithstanding If any Purchaser determines that any change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Purchaser or its applicable lending office to make, maintain or fund Purchases whose interest is determined by reference to SOFR, the discretion Term SOFR Reference Rate, or Daily One Month Term SOFR, or to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR, then, upon notice thereof by such Purchaser to the Seller (through the Agent), (a) any obligation of the Purchasers to make Daily One Month Term SOFR Capital, and any right of the Seller to continue Daily One Month Term SOFR Capital or to convert Base Rate Capital to Daily One Month Term SOFR Capital, shall be suspended, and (b) the interest rate on which Base Rate Capital shall, if necessary to avoid such illegality, be determined by the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with without reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement clause (including Section 17.17b) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent definition of any other party to this Agreement“Base Rate”, unless in each case until such Purchaser notifies the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating Seller that such Lenders object the circumstances giving rise to such amendment. (c) Selection determination no longer exist. Upon receipt of the replacement index rate of interestsuch notice, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining the Seller shall, if necessary to avoid such illegality, upon demand from any Purchaser (with a copy to the Agent), prepay or, if applicable, convert all Daily One Month Term SOFR Capital to Base Rate Capital (the interest rate on which Base Rate Capital of interest applicable such Purchaser shall, if necessary to newly originated U.S. Dollar loans made in Canada at avoid such timeillegality, be determined by the Agent without reference to clause (b) of the definition of “Base Rate”) immediately, and (ii) transitioning existing loans from LIBOR-based interest rates if necessary to loans bearing interest calculated with avoid such illegality, the Agent shall during the period of such suspension compute the Base Rate without reference to the new reference index rate of interest. clause (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (cb) of the definition thereofof “Base Rate,” in each case until the Agent is advised in writing by each affected Purchaser that it is no longer illegal for such Purchaser to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so prepaid or converted.

LIBOR Replacement. (a) If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that: (i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark Transition Event (as determined in good faith by the Administrative Agent or the Company) or an Early Opt-in Election, as applicable, the Administrative Agent and the Company may amend this Agreement (including Section 17.17) or any other Document, to replace the Eurocurrency Rate with a Benchmark Replacement. Any such amendment shall agreed between the Administrative Agent and the Company with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (Calgary time) on the fifth Banking (5th) Business Day after a copy the Administrative Agent has posted such proposed amendment to all Lenders and the Company, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment is provided containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment agreed between the Administrative Agent and the Company with respect to an Early Opt-in Election will become effective on the date that Lenders and comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of Eurocurrency Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (ii) In connection with the implementation of a Benchmark Replacement pursuant to an amendment that has become effective as provided in Section 2.18(c)(i), the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (ciii) Selection The Administrative Agent will promptly notify the Company and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and the related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.18 (subject to the agreement of the replacement index rate of interestCompany, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such timeextent required hereby), and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover including any determination with respect to a LIBOR Based Loan shall continue tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to bear interest calculated take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their reasonable discretion (in good faith and in consultation with reference the Company) and without consent from any other party hereto, except, in each case, as such agreement or consent is expressly required pursuant to LIBOR; provided this Section 2.18. (iv) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) any notice that if requests the Agent determines (which determination conversion of any Base Rate Loans to, or continuation of any Eurocurrency Rate Loans as, Eurocurrency Rate Loans shall be conclusiveineffective, absent manifest error(B) if any Funding Notice requests a borrowing of Eurocurrency Rate Loans, (1) if such borrowing is to be denominated in Dollars and made by the Company or a Subsidiary Borrower that is a Libor Discontinuation Date has occurredDomestic Subsidiary, then following such borrowing shall be made in the Libor Discontinuation Dateform of Base Rate Loans and (2) if such borrowing is to be denominated in an Alternative Currency or made by a Subsidiary Borrower that is a Foreign Subsidiary, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: Funding Notice shall be ineffective and (iC) any Notice of Borrowing requesting outstanding Eurocurrency Rate Loans denominated in an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility Alternative Currency shall be deemed continued, and any new Revolving Loans to be a request for a U.S. Base Rate Loan denominated in an Alternative Currency may be made, as Revolving Loans bearing interest at such rate as the same principal amount under applicable Lenders and the same Credit Facility; and applicable Borrower may agree adequately reflects the costs to such Lenders of making or maintaining such Loans (ii) in respect of a maturing LIBOR Based Loan under a Credit Facilityor, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion absence of such LIBOR Based Loan on agreement, (x) any such outstanding Eurocurrency Rate Loans will be prepaid at the last day end of the applicable LIBOR Interest Period into and (y) any such new Revolving Loans denominated in an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has Alternative Currency shall not been delivered to the Agent in respect thereofbe made), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (ev) Notwithstanding The provisions of this Section 2.18(c) shall, solely with respect to implementation of a Benchmark Replacement and Benchmark Replacement Conforming Changes as expressly set forth herein, supersede any other contrary provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the AgreementSection 10.5. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Loan Documents, if the Borrower notifies the Administrative Agent determines (which determination shall be conclusivethat, absent manifest error) thatin its determination: (i) adequate and reasonable means do not exist for ascertaining the circumstances described in Section 8.3 have arisen LIBO Rate for any requested Interest Period, including, without limitation, because the Interpolated Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either or (Aii) the applicable supervisor or administrator of LIBOR, the Interpolated Screen Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which LIBOR the LIBO Rate or the Interpolated Screen Rate shall no longer be made available, or used for determining the interest rates rate of loans, or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after receipt by the Administrative Agent of such notice, the Borrower and the Administrative Agent may amend this Agreement to replace the LIBO Rate with an alternative 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 loans similar U.S. dollar denominated credit facilities for such alternative benchmarks (either any such daterate, a “Libor Discontinuation DateLIBO Successor Rate”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent together with any LIBO Successor Rate Conforming Changes, and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary New York City time) on the fifth Banking Day Business day after a copy of the Administrative Agent shall have posted such proposed amendment is provided to the all Lenders and without any further action or consent of any other party the Borrower, unless, prior to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to Lenders comprising the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been Required Lenders have delivered to the Administrative Agent written notice that the Required Lenders do not accept such amendment. Notwithstanding anything else herein, in respect thereof), no event shall such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base LIBO Successor Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the this Agreement. (fb) For certaintyThe interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, upon which is derived from the occurrence of a Libor Discontinuation DateLondon interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.S. Base Rate shall U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be determined without regard available or may no longer be deemed an appropriate reference rate upon which to subparagraph (cdetermine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 1.10(a) of this Agreement, such Section 1.10(a) provides a mechanism for determining an alternative rate of interest. The Administrative Agent may amend this Agreement together with the Borrower, pursuant to Section 1.10(a), in advance of or after any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 1.10(a), will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Loan Document, if the Administrative Agent reasonably determines (which determination shall be conclusiveconclusive absent demonstrable error), absent manifest erroror the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) the circumstances described in Section 8.3 have arisen 3.03(a)(ii) exist, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either ; or (Aii) the applicable supervisor or administrator of LIBOR, the LIBOR Screen Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rates for rate of loans (either such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate in replacement of LIBOR, 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 Company may amend this Agreement to replace LIBOR 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 U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “Libor Discontinuation DateLIBOR Successor Rate”); or , together with any proposed LIBOR Successor Rate Conforming Changes (iias defined below) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary New York time) on the fifth Banking Business Day after a copy of the Administrative Agent shall have posted such proposed amendment is provided to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Lenders and without any further action or consent of any other party to this Agreement, unless the Administrative Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Required Lenders object to do not accept such amendment. (cb) Selection If no LIBOR Successor Rate has been determined and the circumstances under clause (a)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the replacement index rate of interest, spread adjustments, and all other related amendments Lenders to this Agreement contemplated by this Section make or maintain Eurocurrency Rate Loans shall give due consideration be suspended (to the prevailing market practice for: (i) determining a rate extent of interest applicable to newly originated U.S. Dollar loans made in Canada at such timethe affected Eurocurrency Rate Loans or Interest Periods), and (iiy) transitioning existing loans from LIBOR-based interest rates the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to loans bearing interest calculated with reference or continuation of Eurocurrency Rate Loans (to the new reference index rate extent of interest. (dthe affected Eurocurrency Rate Loans or Interest Periods) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Sectionor, each Notice of Borrowingfailing that, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall will be deemed to be have converted such request into a request for a U.S. borrowing of Base Rate Loan Loans (subject to the foregoing clause (y)) in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereofspecified therein. (ec) Notwithstanding anything else herein, any other provision definition of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero, it shall be deemed to be zero for the purposes of the this Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Loan Documents, if the Agent determines (which determination shall be conclusive, conclusive absent manifest error), or the Required Lenders notify the Agent (with a copy to the Borrower Agent) that the Required Lenders have determined, that: (iA) adequate and reasonable means do not exist for ascertaining the circumstances described in Section 8.3 have arisen LIBOR Rate for any requested Interest Period and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or ; or (B) the supervisor for the administrator of the LIBOR Screen Rate or a governmental authority Governmental Authority having jurisdiction over the Agent, Agent has made a public statement identifying a specific date after which the LIBOR Rate or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rates for rate of loans (either such specific date, a the “Libor Discontinuation Scheduled Unavailability Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then then, after such determination by the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid or receipt by the Borrower under this Agreement based on the replacement index rate Agent of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) abovesuch notice, as applicable, the Agent and the Borrower shall enter into an amendment to Agent may amend this Agreement that gives effect to replace the LIBOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the discretion United States in lieu of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated LIBOR Rate (any such proposed rate, a “LIBOR Successor Rate”), together with reference to the replacement index rate of interest. Notwithstanding any proposed LIBOR Successor Rate Conforming Changes and, notwithstanding anything to the contrary in this Agreement (including Section 17.17) or 12.5, any other Document, such amendment shall become effective at 5:00 p.m. (Calgary New York time) on the fifth Banking Business Day after a copy of the Agent shall have posted such proposed amendment is provided to the all Lenders and without any further action or consent of any other party the Borrower Agent unless, prior to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference Lenders comprising the Required Lenders have delivered to the new reference index rate of interest. Agent notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (dA) Until an amendment reflecting above exist, or the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Scheduled Unavailability Date has occurred, then following the Libor Discontinuation Dateobligation of the Lenders to make LIBOR Rate Advances shall be suspended, until (to the extent of the affected LIBOR Rate Advances or Interest Periods). Upon receipt of such time as an amending agreement adopting notice, the Borrowers may revoke any pending request for a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an LIBOR Rate Advance by way of, Notice conversion to or continuation of Conversion requesting a Conversion intoLIBOR Rate Advances (to the extent of the affected LIBOR Rate Advances or Interest Periods) or, or Notice of Rollover requesting a Rollover offailing that, LIBOR Based Loans under a Credit Facility shall will be deemed to be have converted such request into a request for a U.S. Borrowing of Base Rate Loan Advances in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereofspecified therein. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that: (i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in herein, upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement (including Section 17.17) or any other Document, Note to replace LIBOR with a Benchmark Replacement. Any such amendment shall with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (Calgary New York City time) on the fifth Banking Business Day after a copy the Administrative Agent has posted such proposed amendment to all Lenders, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment is provided containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-In Election will become effective on the date that Lenders and comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders consent to such amendment. No replacement of LIBOR with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (ii) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any Note, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (ciii) Selection The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. (iv) Upon receipt by the Borrower of notice of the replacement index rate commencement of interesta Benchmark Unavailability Period, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: provisions of clauses (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates of the final paragraph Section 2.13(a) shall apply as to loans bearing interest calculated with reference to the new reference index rate of interestall Eurodollar Loans, mutatis mutandis. (dv) Until an amendment reflecting Any determination, decision or election that may be made by the transition Administrative Agent, the Borrower or Lenders pursuant to a new reference index rate of interest becomes effective as contemplated by this SectionSection 2.13(b), each Notice of Borrowing, Notice of Conversion or Notice of Rollover including any determination with respect to a LIBOR Based Loan shall continue tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall take or refrain from taking any action, will be conclusive, conclusive and binding absent manifest error) that a Libor Discontinuation Date has occurrederror and may be made in its or their sole discretion and without consent from any other party hereto, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facilityexcept, in the event the Borrower fails to giveeach case, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower expressly required pursuant to the provisions hereofthis Section 2.13(b). (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at any time the Agent Bank determines (which determination shall be conclusiveconclusive and binding upon the Borrower) that (i) deposits of a type and maturity appropriate to match fund LIBOR Loans are not available in the relevant market, or (ii) the interest rate applicable to LIBOR Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Loans, then the Bank shall suspend the availability of LIBOR Loans and require any affected LIBOR Loans to be converted to Base Rate Loans or repaid, in either case subject to the payment of any funding indemnification amounts required, if any, hereunder. (b) Notwithstanding the foregoing or any provisions in the other Loan Documents, in the event the Bank determines (which determination shall be conclusive absent manifest error) that: that (i) the circumstances described set forth in Section 8.3 2.7(a) have arisen and such circumstances are unlikely to be temporary, or that (ii) the circumstances described set forth in Section 8.3 2.7(a) have not arisen, arisen but either (A) ICE or any successor Person that takes over the applicable supervisor administration and the quoting services of LIBOR Rate (the “LIBOR Administrator”) permanently or administrator indefinitely discontinues its administration and publication of LIBORLIBOR Rate for deposits in U.S. dollars, or (B) the LIBOR Administrator, the supervisor of the LIBOR Administrator or a governmental authority having jurisdiction over the Agent, Bank has made a public statement identifying a specific date after which LIBOR Rate shall no longer be used for determining interest rates for loans or after which a screen rate for LIBOR Rate will be permanently or indefinitely cease to be published or (either such dateC) the supervisor of the LIBOR Administrator has made a public statement that the LIBOR Administrator is insolvent (and there is no successor administrator that will continue publication of LIBOR Rate for deposits in U.S. dollars), a “Libor Discontinuation Date”); or or (iiiii) a rate other than LIBOR Rate has become a widely recognized benchmark rate for newly bank-originated commercial loans denominated in U.S. Dollars dollars in the Canadian U.S. market, then then, in each case, the Agent and Bank shall notify the Borrower of such an event and shall negotiate select, in good faith its sole discretion, as of any such determination date, an alternate rate of interest, together with any spread or adjustment to select be applied to such an alternate rate of interest to account for the effects of the transition from LIBOR Rate to such an alternate rate of interest, to replace LIBOR Rate giving due consideration to the then prevailing market convention for determining a replacement index rate of interest for LIBOR and make comparable bank-originated commercial loans in the United States at such spread adjustments thereto and other related amendments time, such alternate rate to this Agreement such that, become effective immediately upon notification by the Bank to the extent practicableBorrower. If deemed necessary by the Bank, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent agrees to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index reflect such alternate rate of interest, spread adjustments interest and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments changes to this Agreement contemplated by this Section shall give due consideration to as Bank may request. Upon the prevailing market practice for: (i) determining a occurrence of any of the above events and until an alternate rate of interest applicable shall be determined in accordance with this Section 2.7(b), any request pursuant to newly originated U.S. Dollar loans made in Canada at a Revolver Advance that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Loan shall be ineffective and any such timeLoan shall be automatically continued as or converted to, as the case may be, a Base Rate Loan, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition if any request pursuant to a new reference index Revolver Advance requests a LIBOR Loan, such Loan shall instead be made as a Base Rate Loan. If the alternate rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower determined pursuant to the provisions hereof. (ethis Section 2.7(b) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it such rate shall be deemed to be zero for the purposes of the this Agreement.” Third Modification to Loan Agreement Berkshire Bank/Ranor, Inc. 1.7 The reference in Section 3.4 to “$1,000,000.00” is hereby deleted and “$3,000,000.00” is inserted in place thereof and substituted therefor. 1.8 Clause (fa) For certaintyof Section 6.13 is hereby deleted and “the outstanding balance of the Term Loan, upon to” is inserted in place thereof and substituted therefor. 1.9 Appendix I is hereby amended by inserting the occurrence of a Libor Discontinuation Datefollowing new definitions “Adjusted Prime Rate”, the U.S. “Base Rate”, “Base Rate shall be determined without regard to subparagraph (c) of Loan”, “Federal Funds Rate”, “LIBOR Loan” and “Prime Rate” therein in the definition thereof.appropriate alphabetical order:

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time of the other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive, conclusive absent manifest error) or the Required Lenders notify the Administrative Agent that the Required Lenders have determined, that: (ia) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the circumstances described in Section 8.3 have arisen applicable screen rate is not available or published on a current basis, and such circumstances are unlikely to be temporary, ; (b) ICE Benchmark Administration Limited (or that the circumstances described in Section 8.3 have not arisen, but either (Aits successor) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which LIBOR or the applicable screen rate shall no longer be made available, or used for determining the interest rates for rate of loans (either such date, a the “Libor Discontinuation Scheduled Unavailability Date”); or (iic) syndicated credit facilities currently being entered into, or that include language similar to that contained in this Section are currently being amended, to incorporate or adopt a new benchmark interest rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated to replace LIBOR; then, in U.S. Dollars in each case, reasonably promptly after such determination by the Canadian marketAdministrative Agent or receipt by the Administrative Agent of such notice, then as applicable, the Administrative Agent shall provide notice thereof to the Borrower and the Administrative Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to may amend this Agreement such that, to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the extent practicablebenchmark (if any) incorporated therein), the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent giving due consideration to the all-in interest rate applicable to any evolving or then existing convention for similar syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent Successor Rate”), together with any required conforming changes, and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Business Day after a copy of the Administrative Agent shall have posted such proposed amendment is provided to the Lenders and without any further action or consent of any other party the Borrower unless, prior to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference the Lenders comprising the Required Lenders have delivered to the new reference index rate Administrative Agent written notice that such Required Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of interest. (d) Until an the amendment reflecting to which such Lenders object). To the transition to extent the LIBOR Successor Rate is approved by the Administrative Agent and the Borrower in connection with this clause, the LIBOR Successor Rate shall be applied in a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover manner consistent with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBORmarket practice; provided that, in each case, to the extent the Administrative Agent (in consultation with the Borrower) determine that if the Agent determines (which determination such market practice is not administratively feasible, such LIBOR Successor Rate shall be conclusiveapplied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, absent manifest erroror consultation with, any of the Lenders). If no LIBOR Successor Rate has been determined and the circumstances under clause (a) that a Libor Discontinuation above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), then following the Libor Discontinuation DateAdministrative Agent will promptly so notify the Borrower and each Lender. Thereafter the obligation of any Lender to make or maintain LIBOR Loans shall be suspended (to the extent of the affected LIBOR Advances or Interest Periods). Upon receipt of such notice, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) the Borrower may revoke any Notice of Borrowing requesting pending request for an Advance by way of, Notice conversion to or continuation of Conversion requesting a Conversion intoLIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, or Notice of Rollover requesting a Rollover offailing that, LIBOR Based Loans under a Credit Facility shall will be deemed to be have converted such request into a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit FacilityUSBR Loan, as applicable, in the event the Borrower fails to giveamount specified therein. Notwithstanding anything else herein, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such any LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Successor Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it such rate shall be deemed to be zero for the purposes of the this Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at any time Anything in this Agreement to the Agent contrary notwithstanding, if the Purchaser determines (which determination shall be conclusive, binding and conclusive absent manifest demonstrable error) that: that quotations of interest rates for the relevant deposits in the definition of LIBOR, EURIBOR and/or GBP LIBOR (the “Applicable Benchmark”) in Section 1 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the Discount Rate applicable to a Receivable included on any Purchase Request (whether by reason of circumstances affecting the London interbank Eurodollar market or otherwise) or adequate and reasonable means do not exist for ascertaining such Applicable Benchmark or such Applicable Benchmark does not adequately and fairly reflect the cost to the Purchaser of purchasing a Receivable, then the Purchaser shall give the Seller Representative prompt notice thereof, and so long as such condition remains in effect and provided that the Purchaser is invoking its right generally to use a different benchmark rate under similar receivables purchase facilities that include similar language to that contained in this Section 2.7, (i) no Purchase Request using the Applicable Costs of Funds that includes such Applicable Benchmark shall be funded using such Applicable Benchmark as a component of the Discount and (ii) all outstanding and future Purchase Requests shall be funded using a Discount that is calculated based on the Cost of Funds Rate plus a margin equal to the Applicable Margin. If (i) the circumstances described in Section 8.3 have arisen and foregoing unavailability or inadequacy with respect to such circumstances are unlikely to be temporary, Applicable Benchmark is not of a temporary nature or (ii) the Purchaser or the Seller Representative determines that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBORsuch Applicable Benchmark or a Governmental Authority having jurisdiction over such administrator or the Purchaser (or any other Person on behalf of such administrator or Governmental Authority) has made or published a public statement announcing that (1) the administrator of such Applicable Benchmark has ceased or will cease to provide such Applicable Benchmark, permanently or indefinitely (provided that, at the time of such statement or publication, no successor administrator will continue to provide such Applicable Benchmark), or (2) such Applicable Benchmark is no longer representative or (B) receivable purchase agreement that include similar language to that contained in this Section 2.7 are being executed or amended to incorporate or adopt a governmental authority having jurisdiction over new benchmark interest rate (including any mathematical or other adjustments to the Agentbenchmark (if any) incorporated therein) to replace such Applicable Benchmark, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such datethen, a “Libor Discontinuation Date”); or (ii) a rate upon notice by the Purchaser or the Seller Representative to the other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in of the Canadian marketsame, then the Agent Purchaser and the Borrower Seller Representative shall negotiate in good faith with a view to select a replacement index rate of interest agreeing upon another mutually acceptable benchmark for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to calculating the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate Discount Rate applicable to LIBOR Based Loans made hereunder immediately prior such Applicable Benchmark (including any mathematical or other adjustments to such benchmark or the LIBOR’s replacement. (bDiscount Rate) Upon an agreement being reached between for the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments relevant Receivable and such other related amendments changes to this Agreement as may be appropriate in applicable. For the discretion avoidance of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to givedoubt, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility alternate benchmark interest rate as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall so determined would be less than zero, it such rate shall be deemed to be zero for the purposes of this Agreement. Each determination by the AgreementPurchaser shall be conclusive absent demonstrable error.” (f) For certainty, upon Schedule A to the occurrence of a Libor Discontinuation Date, the U.S. Base Rate Existing Agreement shall be determined without regard amended and restated in its entirety to subparagraph (c) of the definition thereofread as set out on Annex A attached to this Amendment.

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Facility Documents, if the Administrative Agent determines (which determination shall be conclusive, conclusive absent manifest error), or the Borrower or the Managing Agents notify the Administrative Agent (with, in the case of the Managing Agents, a copy to Borrower) that the Borrower or the Managing Agents (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining the circumstances described in Section 8.3 have arisen LIBO Rate for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either ; (Ab) the applicable supervisor or administrator of LIBOR, the LIBOR Screen Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rates for loans rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide the LIBO Rate after such specific date (either such specific date, a the “Libor Discontinuation Scheduled Unavailability Date”); or (iic) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in to replace the Canadian marketLIBO Rate, then 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 Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to may amend this Agreement such thatto replace the LIBO Rate with an(x) one or more SOFR-Based Rates or (y) another alternate benchmark rate (and, in each case, including any mathematical or other adjustments to the extent practicablesuch benchmark (if any) incorporated therein), the all-in interest rate paid giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent Administrative Agent from time to the all-time in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent its reasonable discretion and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in periodically updated (the discretion of the Agent for the implementation “Adjustment;” and administration of U.S. Dollar loans bearing interest calculated any such proposed rate, a “LIBOR Successor Rate”), together with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (Calgary New York time) on the fifth Banking Business Day after a copy of the Administrative Agent shall have posted such proposed amendment is provided to all Lenders and the Borrower unless, prior to such time, the Lenders comprising the Managing Agents have delivered to the Lenders and without any further action or consent of any other party to this Agreement, unless the Administrative Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders Managing Agents do not accept(A) in the case of an amendment to replace the LIBO Rate with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace the LIBO Rate with a rate described in clause (y), object to such amendment. ; provided that for the avoidance of doubt, in the case of clause (cA), the Managing Agents shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent, in consultation with the Borrower. If no LIBOR Successor Rate has been determined and the circumstances under clause (a) Selection above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the replacement index rate of interestLenders to make or maintain Loans the Interest Rates for which are calculated using the LIBO Rate shall be suspended, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration (to the prevailing market practice for: (i) determining a rate extent of interest applicable to newly originated U.S. Dollar loans made in Canada at such timethe affected Loans or Interest Periods), and (iiy) transitioning existing loans from LIBOR-based the Alternative Rate for any day should be an interest rates to loans bearing interest calculated with reference rate per annum equal to the new reference index rate Prime Rate in effect on such day. Upon receipt of interest. (d) Until an amendment reflecting such notice, the transition to Borrower may revoke any pending request for a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice conversion to or continuation of Conversion requesting a Conversion intoEurodollar loans (to the extent of the affected Eurodollar loans or Interest Periods) or, or Notice of Rollover requesting a Rollover offailing that, LIBOR Based Loans under a Credit Facility shall will be deemed to be have converted such request into a request for a U.S. Base Rate Loan Borrowing of Loans (subject to the foregoing clause (y)) in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facilityspecified therein. Notwithstanding anything else herein, in no event shall the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Successor Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zerozero for purposes of this Agreement. If the LIBOR Successor Rate is calculated to be less than zero hereunder, it shall be deemed to be zero for the purposes of the this Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Loan Document, if the Administrative Agent reasonably determines (which determination shall be conclusiveconclusive absent demonstrable error), absent manifest erroror the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) the circumstances described in Section 8.3 have arisen 3.03(a)(ii) exist, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either ; or (Aii) the applicable supervisor or administrator of LIBOR, the LIBOR Screen Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rates for rate of loans (either such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate in replacement of LIBOR, 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 Company may amend this Agreement to replace LIBOR 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 U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “Libor Discontinuation DateLIBOR Successor Rate”); or , together with any proposed LIBOR Successor Rate Conforming Changes (iias defined below) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary New York time) on the fifth Banking Business Day after a copy of the Administrative Agent shall have posted such proposed amendment is provided to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Lenders and without any further action or consent of any other party to this Agreement, unless the Administrative Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Required Lenders object to do not accept such amendment. (cb) Selection If no LIBOR Successor Rate has been determined and the circumstances under clause (a)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the replacement index rate of interest, spread adjustments, and all other related amendments Lenders to this Agreement contemplated by this Section make or maintain Eurodollar Rate Loans shall give due consideration be suspended (to the prevailing market practice for: (i) determining a rate extent of interest applicable to newly originated U.S. Dollar loans made in Canada at such timethe affected Eurodollar Rate Loans or Interest Periods), and (iiy) transitioning existing loans from LIBOR-based interest rates the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to loans bearing interest calculated with reference or continuation of Eurodollar Rate Loans (to the new reference index rate extent of interest. (dthe affected Eurodollar Rate Loans or Interest Periods) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Sectionor, each Notice of Borrowingfailing that, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall will be deemed to be have converted such request into a request for a U.S. borrowing of Base Rate Loan Loans (subject to the foregoing clause (y)) in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereofspecified therein. (ec) Notwithstanding anything else herein, any other provision definition of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero, it shall be deemed to be zero for the purposes of the this Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. Notwithstanding the provisions of the subsection (a) If at above and any time provision of the Agent Syndicated Credit Agreement with respect to the replacement of the LIBO Rate, the following provisions shall govern the replacement of the LIBO Rate and related definitions: The interest rates on the Revolving Loans are determined by reference to the Adjusted LIBO Rate and the Alternate Base Rate, which are derived from LIBOR. Section 4(b)(2) below provides a mechanism for determining an alternative rate of interest if LIBOR is no longer available or in the other circumstances set forth in Section 4(b)(2). The Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to LIBOR or other rates in the definitions of Adjusted LIBO Rate and Alternate Base Rate (to the extent derived from LIBOR) or with respect to any alternative or successor rates thereto, or replacement rates thereof, including without limitation whether any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 4(b)(2), will have the same value as, or be economically equivalent to, the Adjusted LIBO Rate and Alternate Base Rate, as applicable. (1) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Lender determines (which determination shall be conclusive, conclusive absent manifest error) that: (i) deposits of a type and maturity appropriate to match fund the Revolving Loans are not available to the Lender in the relevant market, or (ii) the interest rate applicable to Revolving Loans for any requested Interest Period is not ascertainable or available (including, without limitation, because the applicable Reuters Screen (or on any successor or substitute page on such screen) is unavailable) or does not adequately and fairly reflect the cost of making or maintaining the Revolving Loans in such portions, then the Lender shall suspend the availability of LIBOR Loans and require any affected Revolving Loans to be repaid or converted to ABR Loans, subject to the payment of any funding indemnification amounts required by Section 2.16 of the Syndicated Credit Agreement as incorporated herein by reference. (2) Notwithstanding the foregoing or anything to the contrary in this Agreement or any other Loan Document, if the Lender determines (which determination shall be conclusive absent manifest error) that any one or more of the following (each, a “Benchmark Transition Event”) has occurred: (i) the circumstances set forth in Section 4(b)(1)(ii) have arisen (including, without limitation, a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR described in clause (ii) of this Section 8.3 have arisen 4(b)(2) announcing that LIBOR is no longer representative) and such circumstances are unlikely to be temporary, ; (ii) ICE Benchmark Administration (or any Person that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction has taken over the Agent, has made administration of LIBOR for deposits in U.S. dollars that is acceptable to the Lender) discontinues its administration and publication of LIBOR for deposits in U.S. dollars; (iii) a public statement identifying or publication of information by or on behalf of the administrator of LIBOR described in clause (ii) of this Section 4(b)(2) announcing that such administrator has ceased or will cease as of a specific date to provide LIBOR (permanently or indefinitely); provided that, at the time of such statement, there is no successor administrator that is acceptable to the Lender that will continue to provide LIBOR after which such specified date; (iv) a public statement by the supervisor for the administrator of LIBOR shall no longer be used described in clause (ii) of this Section 4(b)(2), the U.S. Federal Reserve System, an insolvency official with jurisdiction over such administrator for determining interest rates for loans (either such dateLIBOR, a “Libor Discontinuation Date”resolution authority with jurisdiction over such administrator for LIBOR; or a court or an entity with similar insolvency or resolution authority over such administrator for LIBOR, which states that such administrator of LIBOR has ceased or will cease as of a specific date to provide LIBOR (permanently or indefinitely); provided that, at the time of such statement or publication, there is no successor administrator that is acceptable to the Lender that will continue to provide LIBOR after such specified date; or (iiv) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans U.S. syndicated or bilateral credit facilities denominated in U.S. Dollars dollars are being broadly executed or amended, as the case may be, to incorporate or adopt a new benchmark interest rate to replace LIBOR for deposits in the Canadian marketU.S. dollars, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to Lender may amend this Agreement such that, to replace the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interesta Benchmark Replacement. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or 18, any other Document, such amendment shall with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of the Company at 5:00 p.m. (New York City time) on the fifth Business Day after the Lender has provided such proposed amendment to the Company. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 4(b)(2) will occur prior to the date set forth in the applicable amendment. In connection with the implementation of a Benchmark Replacement, the Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other party to this AgreementLoan Document, unless the Agent receives, on any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection consent of the replacement index rate Company. The Lender will promptly notify the Company of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining any occurrence of a rate Benchmark Transition Event (other than pursuant to clause (v) of interest applicable to newly originated U.S. Dollar loans made in Canada at such timethis Section 4(b)(2)), (ii) the implementation of any Benchmark Replacement, and (iiiii) transitioning existing loans from LIBOR-based interest rates the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Lender pursuant to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this SectionSection 4(b)(2), each Notice of Borrowing, Notice of Conversion or Notice of Rollover including any determination with respect to a LIBOR Based Loan shall continue tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall take or refrain from taking any action, will be conclusive, conclusive and binding absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall error and may be deemed to be a request for a U.S. Base Rate Loan made in the same principal amount under Lender’s sole discretion and without consent from the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit FacilityCompany, except, in each case, as expressly required pursuant to this Section 4(b)(2); provided, however, that the event Lender shall convert Revolving Loans (or any part thereof at the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered Adjusted LIBO Rate) to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent ABR Loans upon written notice by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if Company at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. before 4:00 p.m. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (cNew York City time) of the definition thereof.fifth Business Day after the Lender has provided any proposed amendment to the Company with respect to the replacement of the LIBOR with a Benchmark Replacement. Upon notice to the Company by the Lender in accordance with Section 13 of the commencement of a Benchmark Unavailability Period and until a Benchmark Replacement is determined in accordance with this Section 4(b)(2), (y) any request pursuant to Section 4(a) that requests the conversion of any of the Revolving Loans to, or continuation of any of the Revolving Loans as, LIBOR Loans may be revoked by the Company and if not revoked shall be ineffective and any such Revolving Loans shall be continued as or converted to, as the case may be, ABR Loans, and (z) if any request pursuant to Section 4(a) requests a borrowing of any LIBOR Loans, such request may be revoked by the Company and if not revoked such borrowing shall be made as ABR Loans. As used herein, the following definitions have the meanings specified below:

LIBOR Replacement. (a) If at any time Other than with respect to the Agent determines (which determination shall be conclusive, absent manifest error) that:2022 Incremental Term Loans, (i) On March 5, 2021 the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporaryFinancial Conduct Authority (“FCA”), or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable regulatory supervisor or administrator of LIBOR’s administrator (“IBA”), or (B) a governmental authority having jurisdiction over the Agent, has made announced in a public statement identifying a specific the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12- month LIBOR tenor settings. On the date after which that is the earlier of (the “Benchmark Transition Date”) (i) the date that all Available Tenors of LIBOR shall have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or representative and (ii) a rate the Early Opt-in Effective Date, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments party to this Agreement such thator any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, to the extent practicable, the all-in all interest rate paid payments will be payable on a monthly or quarterly basis as determined by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent from time to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately time prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion commencement of the Agent for the implementation and administration of U.S. Dollar loans bearing applicable interest calculated with reference to the replacement index rate of interestpayment period. Notwithstanding anything to the contrary in herein, if another alternate benchmark rate that is a then prevailing or evolving market convention for determining a rate of interest for similar U.S. dollar credit facilities is available prior to, on or after the Benchmark Transition Date that does not constitute Daily Simple SOFR or Term SOFR, then the Administrative Agent and the Borrower may amend this Agreement to incorporate such alternate benchmark rate as the “Benchmark Rate” (including Section 17.17giving effect to any spread adjustment to such Benchmark Rate that is consistent with the prevailing market convention for similar U.S. dollar credit facilities) and make Benchmark Replacement Conforming Changes in connection therewith. (ii) Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or any other Document, such amendment shall become effective at after 5:00 p.m. (Calgary time) on the fifth Banking (5th) Business Day after a copy the date notice of the amendment such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate. (iii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred, then, at the election of the Borrower at any time thereafter, the Term SOFR Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that the foregoing under this clause (iii) shall not be effective unless the Administrative Agent has delivered a Term SOFR Notice to the Lenders (it being understood that upon the occurrence of a Term SOFR Transition Event, upon such mutual election of the Borrower and the Administrative Agent, the Administrative Agent shall deliver a Term SOFR Notice to the Lenders). (iv) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time (in consultation with the Borrower) and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (v) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, unless decision or election that may be made by the Administrative Agent receivesor the Borrower pursuant to this Section 1.09(a), on including any determination with respect to a tenor, rate or before such adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 1.09(a). (vi) At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for such Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for such Benchmark (including Benchmark Replacement) settings. (b) Solely with respect to the 2022 Incremental Term Loans and notwithstanding anything herein to the contrary, (i) Upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with respect to the 2022 Incremental Term Loans for all purposes hereunder and under any Loan Document with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all 2022 Incremental Term Lenders and the Borrower, unless, prior to such time, the Required 2022 Incremental Term Lenders have delivered to the Administrative Agent written notice that such Required 2022 Incremental Term Lenders object to such amendment on the basis that such Benchmark Replacement is not a prevailing reference rate for similar dollar denominated syndicated credit facilities; provided that (a) such Required 2022 Incremental Term Lenders shall not be entitled to object under this clause (i) to any Benchmark Replacement based on SOFR, (b) such Required 2022 Incremental Term Lenders shall not be entitled to object under this clause (i) to any Benchmark Replacement that has become effective, or will substantially simultaneously become effective, with respect to any other Term Loan Tranche under this Agreement (but not the 2022 Incremental Term Loans) and (c) such Majority 2022 Incremental Term Lenders shall not be entitled to object under this clause (i) to any Benchmark Replacement that is contemplated to apply with respect to all Loans under this Agreement pursuant to an amendment posted to all Lenders under this Agreement and the Administrative Agent has not received written notice from Lenders comprising Required Lenders on or prior to 5:00 p.m. on the Majority Lenders stating fifth (5th) Business Day after the Administrative Agent has posted such amendment that such Required Lenders object to such amendment. (cii) Selection At any time that the administrator of the replacement index rate then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of interestsuch Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, spread adjustmentsthe Borrower may revoke any request for a borrowing of, conversion to or continuation of applicable 2022 Incremental Term Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, with respect to the 2022 Incremental Term Loans, the component of the Alternate Base Rate based upon the Benchmark will not be used in any determination of the Base Rate. (iii) In connection with the implementation and all administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time (in consultation with the Borrower) with respect to the 2022 Incremental Term Loans and, notwithstanding anything to the contrary herein or in any other related Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes with respect to the 2022 Incremental Term Loans will become effective without any further action or consent of any other party to this Agreement contemplated by this Section shall give due consideration to Agreement. (iv) The Administrative Agent will promptly notify the prevailing market practice for: Borrower and the 2022 Incremental Term Lenders of (i) determining a rate the implementation of interest applicable any Benchmark Replacement or Early Opt-in Election, as applicable, with respect to newly originated U.S. Dollar loans made in Canada at such time, the 2022 Incremental Term Loans and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated the effectiveness of any Benchmark Replacement Conforming Changes with reference respect to the new reference index rate of interest. (dTerm Loans. Any determination, decision or election that may be made by the Administrative Agent, the Majority 2022 Incremental Term Lenders or the Borrower as expressly set forth in this Section 1.09(b) Until an amendment reflecting and the transition to a new reference index rate of interest becomes effective as contemplated by this Sectiondefined terms used herein, each Notice of Borrowing, Notice of Conversion or Notice of Rollover including any determination with respect to a LIBOR Based Loan shall continue tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall take or refrain from taking any action, will be conclusive, conclusive and binding absent manifest errorerror and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 1.09(b). (v) that At any time (including in connection with the implementation of a Libor Discontinuation Date has occurredBenchmark Replacement), then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) if the then-current Benchmark is a term rate (including Term SOFR), and either (A) any Notice tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of Borrowing requesting an Advance by way ofsuch Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, Notice then the Administrative Agent may remove any tenor of Conversion requesting a Conversion into, such Benchmark that is unavailable or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request non-representative for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and such Benchmark (including Benchmark Replacement) settings and (ii) in respect of if a maturing LIBOR Based Loan under tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a Credit Facilityscreen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, in the event the Borrower fails or is no longer, subject to give, if applicable, an announcement that it is not or will not be representative for a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than Benchmark (including a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereofBenchmark Replacement), such maturing LIBOR Based Loan shall be converted on then the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Administrative Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of may modify the definition thereofof “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

LIBOR Replacement. (a) If at any time Anything in this Agreement to the Agent contrary notwithstanding, if the Purchaser determines (which determination shall be binding and conclusive) that quotations of rates in the definition of LIBOR herein are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the appropriate Discount Rate applicable to the Receivables included in any purchase (whether by reason of circumstances affecting the London interbank Eurodollar market or otherwise) or adequate and reasonable means do not exist for ascertaining LIBOR or LIBOR does not adequately and fairly reflect the cost to the Purchaser of funding a purchase hereunder, absent manifest errorthen the Purchaser shall give the Seller Representative prompt notice thereof, and so long as such condition remains in effect, (i) that: no purchase hereunder shall be funded using LIBOR as a component of the Discount and (ii) all outstanding and future purchases hereunder shall be funded using a Discount that is |US-DOCS\165758384.1|| calculated based on the Prime Commercial Rate plus a margin reasonably determined by the Purchaser. If (i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely foregoing unavailability or inadequacy with respect to be temporary, LIBOR is not of a temporary nature or (ii) the Purchaser determines that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR or a Governmental Authority having jurisdiction over such administrator or the Purchaser (or any other Person on behalf of such administrator or Governmental Authority) has made or published a public statement announcing that (1) the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely (provided that, at the time of such statement or publication, no successor administrator will continue to provide LIBOR), or (2) LIBOR is no longer representative or (B) non-recourse and limited recourse accounts receivable purchase facilities that include similar language to that contained in this Section 2.7 are being executed or amended to incorporate or adopt a governmental authority having jurisdiction over new benchmark interest rate (including any mathematical or other adjustments to the Agent, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans benchmark (either such date, a “Libor Discontinuation Date”); or (iiif any) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian marketincorporated therein) to replace LIBOR, then the Agent Purchaser and the Borrower Seller shall negotiate in good faith with a view to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in agreeing upon another mutually acceptable benchmark interest rate paid by (including any mathematical or other adjustments to such benchmark or the Borrower under this Agreement based on Discount Rate) for the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made purchases hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments changes to this Agreement as may be appropriate in applicable. For the discretion avoidance of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to givedoubt, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility alternate benchmark interest rate as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall so determined would be less than zero, it such rate shall be deemed to be zero for the purposes of this Agreement. Each determination by the AgreementPurchaser shall be conclusive absent manifest error.” (c) The following new Sections 9.1(m) is added to the Purchase Agreement “(m) Seller and each Guarantor is an entity that is organized under the laws of the United States or of any State and at least 51 percent of whose common stock or analogous equity interest is or is directly or indirectly owned by a Person whose common stock or analogous equity interests are listed on the New York Stock Exchange or the American Stock Exchange or have been designated as a NASDAQ National Market Security listed on the NASDAQ stock exchange and is excluded on that basis from the definition of Legal Entity Customer as defined in the Beneficial Ownership Rule. (fd) For certainty, upon The following new Sections 10.1(k) is added to the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.Purchase Agreement:

LIBOR Replacement. (a) If at any time On March 5, 2021 the Agent determines Financial Conduct Authority (which determination shall be conclusive“FCA”), absent manifest errorthe regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12- month LIBOR tenor settings. On the date that is the earlier of (the “Benchmark Transition Date”) that: (i) the circumstances described in Section 8.3 date that all Available Tenors of LIBOR have arisen and such circumstances are unlikely either permanently or indefinitely ceased to be temporary, provided by IBA or that have been announced by the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a FCA pursuant to public statement identifying a specific date after which LIBOR shall or publication of information to be no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such 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. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly or quarterly basis as determined by the Borrower from time to time prior to the commencement of the applicable interest payment period. Notwithstanding anything to the contrary herein, if another alternate benchmark rate that is a then prevailing or evolving market convention for determining a rate other than LIBOR has become a widely recognized benchmark rate of interest for newly originated loans denominated in similar U.S. Dollars in dollar credit facilities is available prior to, on or after the Canadian marketBenchmark Transition Date that does not constitute Daily Simple SOFR or Term SOFR, then the Administrative Agent and the Borrower shall negotiate in good faith may amend this Agreement to select a replacement index incorporate such alternate benchmark rate of interest as the “Benchmark Rate” (including giving effect to any spread adjustment to such Benchmark Rate that is consistent with the prevailing market convention for LIBOR similar U.S. dollar credit facilities) and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-Benchmark Replacement Conforming Changes in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacementconnection therewith. (b) Upon an agreement the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred, then, at the election of the Borrower at any time thereafter, the Term SOFR Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that the foregoing under this clause (iii) shall not be effective unless the Administrative Agent has delivered a Term SOFR Notice to the Lenders (it being reached between understood that upon the Agent occurrence of a Term SOFR Transition Event, upon such mutual election of the Borrower and the Borrower pursuant to clause (a) aboveAdministrative Agent, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement that gives effect deliver a Term SOFR Notice to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for Lenders). (d) In connection with the implementation and administration of U.S. Dollar loans bearing interest calculated a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time (in consultation with reference to the replacement index rate of interest. Notwithstanding Borrower) and, notwithstanding anything to the contrary herein or in this Agreement (including Section 17.17) or any other Loan Document, any amendments implementing such amendment shall Benchmark Replacement Conforming Changes will become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or the Borrower pursuant to this Section 1.09, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other provision of the Agreementparty hereto, if at any time the replacement index rate of interest agreed upon except, in each case, as expressly required pursuant to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreementthis Section 1.09. (f) For certainty, upon At any time (including in connection with the occurrence implementation of a Libor Discontinuation DateBenchmark Replacement), (i) if the U.S. Base Rate shall be determined without regard to subparagraph then-current Benchmark is a term rate (cincluding Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for such Benchmark (including Benchmark Replacement) of settings and (ii) the definition thereofAdministrative Agent may reinstate any such previously removed tenor for such Benchmark (including Benchmark Replacement) settings.

LIBOR Replacement. (a) If at any time Notwithstanding anything herein to the Agent determines (which determination shall be conclusivecontrary, absent manifest error) that: (i) upon the circumstances described occurrence of a Benchmark Transition Event or an Early Opt-in Section 8.3 have arisen and such circumstances are unlikely to be temporaryElection, or that as applicable, the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Administrative Agent and the Borrower shall negotiate may amend this Agreement to replace the LIBOR Based Floating Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Requisite Lenders. Any such amendment with respect to an Early Opt-in good faith Election will become effective on the date that Lenders comprising the Requisite Lenders have delivered to select the Administrative Agent written notice that such Requisite Lenders accept such amendment. No replacement of the LIBOR Based Floating Rate with a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments Benchmark Replacement pursuant to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest paragraph will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately occur prior to the LIBOR’s replacement. (b) Upon an agreement being reached between applicable Benchmark Transition Start Date. In connection with the Agent and the Borrower pursuant to clause (a) aboveimplementation of a Benchmark Replacement, the Administrative Agent and will have the Borrower shall enter into an amendment right to this Agreement that gives effect make Benchmark Replacement Conforming Changes from time to the replacement index rate of interesttime and, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding notwithstanding anything to the contrary in this Agreement (including Section 17.17) or Agreement, any other Document, amendments implementing such amendment shall Benchmark Replacement Conforming Changes will become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrowers and the Lenders of (a) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, unless as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (b) the Agent receivesimplementation of any Benchmark Replacement, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection the effectiveness of the replacement index rate of interest, spread adjustments, any Benchmark Replacement Conforming Changes and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover paragraph including any determination with respect to a LIBOR Based Loan shall continue tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall take or refrain from taking any action, will be conclusive, conclusive and binding absent manifest errorerror and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this paragraph. For the avoidance of doubt, the Administrative Agent must approve the Benchmark Replacement for use under this Agreement and, during any Benchmark Unavailability Period, the replacement rate will be the first alternative set forth in the order below that can be determined as of the Benchmark Replacement Date:. a) that a Libor Discontinuation Date has occurred, then following Term SOFR; b) Compounded SOFR; c) the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index alternate rate of interest becomes effective that has been selected or recommended by the Relevant Governmental Body as contemplated by this Section:the replacement for the then-current Benchmark for the Corresponding Tenor; (id) any Notice the ISDA Fallback Rate; e) the alternate rate of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment interest that has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent determined by the Borrower pursuant and agreed to by the provisions hereof.Administrative Agent in its reasonable discretion to be the prevailing replacement for the LIBOR Based Floating Rate in U.S. dollar denominated new issue and “reset” collateralized loan obligation securitizations at such time; or (ef) Notwithstanding any other provision the rate that a plurality of the Agreement, if at any time Collateral Obligations (excluding those that pay a rate based on the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the AgreementBased Floating Rate) are currently paying. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive, conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Company) that the Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the circumstances described in Section 8.3 have arisen LIBO Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either ; or (Aii) the applicable supervisor or for the administrator of LIBOR, the LIBO Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBO Rate shall no longer be made available, or used for determining the interest rates for rate of loans (either such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, (i) the Administrative Agent shall provide notice to the Company of the occurrence of such determination and (ii) the Administrative Agent and the Company may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of LIBOR (any such proposed rate, a “Libor Discontinuation DateLIBOR Successor Rate”); or (ii) a rate other than , together with any proposed LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian marketSuccessor Rate Conforming Changes and, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding notwithstanding anything to the contrary in this Agreement (including Section 17.17) or 9.02, any other Document, such amendment shall become effective at 5:00 p.m. (Calgary New York time) on the fifth Banking Business Day after a copy of the Administrative Agent shall have posted such proposed amendment is provided to the all Lenders and without any further action or consent of any other party the Company unless, prior to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to Lenders comprising the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been Required Lenders have delivered to the Administrative Agent in respect thereof), notice that such maturing Required Lenders do not accept such amendment. No LIBOR Based Loan Successor Rate pursuant to this Section 2.19 shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given occur prior to the Agent Scheduled Unavailability Date unless consented to by the Borrower pursuant to the provisions hereofCompany. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of any of the following (a) If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that:each a “LIBOR Transition Event”): (i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which or publication of information by or on behalf of the administrator of the LIBOR shall Index Rate announcing that such administrator has ceased or will cease to provide the LIBOR Index Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); orsuccessor administrator that will continue to provide the LIBOR Index Rate; (ii) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Index Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Index Rate, a resolution authority with jurisdiction over the administrator for the LIBOR Index Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Index Rate, which states that the administrator of the LIBOR Index Rate has ceased or will cease to provide the LIBOR Index Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Index Rate; (iii) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Index Rate announcing that the LIBOR Index Rate is no longer representative; or (iv) (A) a determination by Bank that at least ten (10) currently outstanding U.S. dollar-denominated syndicated or bilateral credit facilities at such time contain (as a result of amendment or as originally executed) as a benchmark interest rate, in lieu of the LIBOR Index Rate, a new benchmark interest rate to replace the LIBOR Index Rate, and (B) Bank has notified Borrower in writing that Bank elects to amend this Agreement as provided below; then Bank may amend this Agreement to replace Adjusted LIBOR, LIBOR and the LIBOR Index Rate with a Benchmark Replacement that is consistent with a Benchmark Replacement used by Bank in other than LIBOR financing transactions of a similar size and nature. The Bank agrees to provide such proposed amendment to the Borrower and to give the Borrower and its counsel up to five (5) Business Days to provide reasonable written revisions to the proposed amendment (provided, that the Borrower shall not object to the Benchmark Replacement selected by Bank if it is consistent with a Benchmark Replacement used by Bank in other financing transactions of a similar size and nature). The Borrower agrees to reply promptly and in good faith with regard to any revisions to any such proposed Benchmark Replacement amendment. Any such amendment will become effective upon the earliest to occur of: (1) 5:00 p.m. on the Business Day that Bank receives written consent (electronic or otherwise) from the Borrower that such amendment is acceptable, (2) at 5:00 p.m. on the fifth (5th) Business Day after Bank has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in provided such proposed amendment to the Canadian marketBorrower and the Borrower has not provided written consent (electronic or otherwise) or any written revisions to the proposed amendment, or (3) if the Borrower provides written revisions on the proposed amendment, at 5:00 p.m. on the Business Day that Bank and the Borrower mutually agree to the form of such proposed amendment (provided, that if Bank and the Borrower have not agreed to the form of the proposed amendment by 5:00 p.m. on the fifth (5th) Business Day after Bank has provided such proposed amendment to the Borrower, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest proposed amendment will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. such time (Calgary timeunless Bank otherwise agrees to extend such time period) on in the fifth Banking Day after a copy of the amendment is form initially provided by Bank to the Lenders Borrower, regardless of whether or not Borrower has signed such proposed amendment and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendmentBorrower). (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that: (i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of any of the following (each a “LIBOR Transition Event”): (A) a public statement or publication of information by or on behalf of the administrator of the LIBOR Quoted Rate announcing that such administrator has ceased or will cease to provide the LIBOR Quoted Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Quoted Rate; (B) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Quoted Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Quoted Rate, a resolution authority with jurisdiction over the administrator for the LIBOR Quoted Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Quoted Rate, which states that the administrator of the LIBOR Quoted Rate has ceased or will cease to provide the LIBOR Quoted Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Quoted Rate; (C) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Quoted Rate announcing that the LIBOR Quoted Rate is no longer representative; or (D) (1) a determination by the Lender that at least ten (10) currently outstanding U.S. dollar-denominated syndicated or bilateral credit facilities at such time contain (as a result of amendment or as originally executed) as a benchmark interest rate, in lieu of the LIBOR Quoted Rate, a new benchmark interest rate to replace the LIBOR Quoted Rate, and (2) Lender has notified Borrower in writing that Lender elects to amend this Agreement (including Section 17.17) or any other Document, as provided below; then Lender may amend this Agreement to replace the LIBOR Quoted Rate with a Benchmark Replacement. Any such amendment shall will become effective at 5:00 p.m. (Calgary time) on the fifth Banking (5th) Business Day after a copy of the Lender has provided such proposed amendment is provided to the Lenders and Borrower without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendmentBorrower. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that: (i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Loan Document: (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month Dollar LIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of Dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023, and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such amendment shall become effective at 5:00 p.m. (Calgary time) Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on the fifth Banking Day after a copy of the amendment is provided to the Lenders such day and all subsequent settings without any amendment to, or further action or consent of any other party to this AgreementAgreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, unless the Agent receives, all interest payments will be payable on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendmentmonthly basis. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. A) Upon (e1) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation DateBenchmark Transition Event, or (2) a determination by the U.S. Base Rate shall be determined without regard to subparagraph Administrative Agent that neither of the alternatives under clause (ca) of the definition thereofof “Benchmark Replacement” are available, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (and any such objection shall be conclusive and binding absent manifest error); provided, that, solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (a) of the definition of “Benchmark Replacement” unless the Administrative Agent determines that neither of such alternative rates is available.

LIBOR Replacement. (a) If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that: (i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement Agreement: (including Section 17.17a) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the USD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month USD LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of the USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is the LIBOR Rate, the Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other Documentparty to this Agreement. If the Benchmark Replacement is Daily Simple SOFR, such amendment shall become effective all interest payments will be payable on a monthly basis. (b) Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then current Benchmark for all purposes hereunder in respect of any Benchmark setting at or after 5:00 p.m. (Calgary New York City time) on the fifth Banking (5th) Business Day after a copy the date notice of the amendment such Benchmark Replacement is provided to the Lenders and Borrower by the Liquidity Provider without any amendment to, or further action or consent of any other party to this Agreement, unless or further action or consent of the Agent receivesBorrower or any other Person, on or before so long as the Liquidity Provider has not received, by such date and time, a written notice of objection to such Benchmark Replacement from the Majority Lenders stating that such Lenders object to such amendmentBorrower. (c) Selection In connection with the implementation of a Benchmark Replacement, the Liquidity Provider will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of the replacement index rate of interest, spread adjustments, and all Borrower or any other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interestparty hereto. (d) Until an amendment reflecting The Liquidity Provider will promptly notify the transition Borrower and the Class A Trustee of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Liquidity Provider pursuant to a new reference index rate of interest becomes effective as contemplated by this SectionSection 2.11, each Notice of Borrowing, Notice of Conversion or Notice of Rollover including any determination with respect to a LIBOR Based Loan shall continue tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall take or refrain from taking any action, will be conclusive, conclusive and binding absent manifest error) that a Libor Discontinuation Date has occurrederror and may be made in its sole discretion and without consent from the Borrower or any other party hereto, then following the Libor Discontinuation Dateexcept, until such time in each case, as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by expressly required pursuant to this Section: . 17 Revolving Credit Agreement (iClass A) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereofAmerican Airlines 2021-1 EETC), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at At any time (including in connection with the replacement index implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR), then the Liquidity Provider may remove any tenor of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the purposes of the AgreementLiquidity Provider may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings. (f) For certainty, upon the occurrence of a Libor Discontinuation DateAs used in this Section 2.11, the U.S. Base Rate shall be determined without regard to subparagraph (c) of following terms have the definition thereof.following meanings:

LIBOR Replacement. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (atogether with any successor to the ICE Benchmark Administrator, the “IBA”) If at any time for purposes of the Agent determines (which determination shall be conclusiveIBA setting the London interbank offered rate. As a result, absent manifest error) that: (i) it is possible that commencing in 2022, the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, Section 2.13 provides a mechanism for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index alternative rate of interest. Notwithstanding anything The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.13, of any change to the contrary in this Agreement (including Section 17.17) reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided matter related to the Lenders and London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without any further action or consent of any other party to this Agreementlimitation, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining any such alternative, successor or replacement rate implemented pursuant to Section 2.13, whether upon the occurrence of a rate of interest applicable to newly originated U.S. Dollar loans made Benchmark Transition Event or an Early Opt-in Canada at such timeElection, and (ii) transitioning existing loans from LIBOR-based interest rates the implementation of any Benchmark Replacement Conforming Changes pursuant to loans bearing interest calculated with Section 2.13), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference to rate will be similar to, or produce the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion same value or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way economic equivalence of, Notice of Conversion requesting a Conversion into, the LIBO Rate or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in have the same principal amount under volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability. Each party hereto further acknowledges and agrees for the benefit of each of the other parties that there is no assurance that the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to or produce the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in value or economic equivalence as the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base LIBO Rate Loan under or that it will have the same Credit Facility volume or liquidity as if a valid Conversion Notice had been given did LIBO Rate prior to the Agent by the Borrower pursuant to the provisions hereofits discontinuance or unavailability. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. For purposes of this Agreement and each other Loan Document, the Obligors jointly and severally acknowledge and agree for the benefit of each Secured Party as follows: (a) If One-Month LIBOR and the Reference Rate are each determined by reference to the LIBO Rate. The LIBO Rate is intended to represent the rate at any time the Agent determines (which determination shall be conclusive, absent manifest error) that: (i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate contributing banks may obtain short-term borrowings from each other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian London interbank market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) aboveIn July 2017, the Agent and U.K. Financial Conduct Authority announced that, after the Borrower shall enter into an amendment end of 2021, it would no longer persuade or compel contributing banks to this Agreement that gives effect make rate submissions to the replacement index rate of interestICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, spread adjustments and such other related amendments as may be appropriate in the discretion “IBA”) for purposes of the Agent for IBA setting the implementation LIBO Rate. As a result, it is possible that commencing in 2022, the LIBO Rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Loans. In light of this eventuality, public and administration of U.S. Dollar loans bearing interest calculated with private sector industry initiatives are currently underway to identify new or alternative reference rates to the replacement index rate of interest. Notwithstanding anything to the contrary be used in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy place of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendmentLIBO Rate. (c) Selection Upon the occurrence of an event of the replacement index rate type described in the first proviso of interestthe definition of “Reference Rate”, spread adjustmentsthe Lender will promptly notify the Borrower thereof and, as set forth in such proviso, the Lender and all other related amendments the Borrower shall endeavor, in good faith, to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a establish an alternate rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such timeOne-Month LIBOR. However, the Lender does not warrant or accept any responsibility for, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated shall not have any liability with reference respect to, the administration, submission or any other matter related to the new reference index LIBO Rate or any other rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion referenced herein or Notice of Rollover in any other Loan Document or with respect to a LIBOR Based Loan shall continue to bear interest calculated with any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference to LIBOR; provided that if rate will be similar to, or produce the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way same value or economic equivalence of, Notice of Conversion requesting a Conversion into, One-Month LIBOR or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base the LIBO Rate Loan in or have the same principal amount under volume or liquidity as did the LIBO Rate prior to its discontinuance or unavailability). There is no assurance that the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to or produce the same Credit Facility; and (ii) in respect of a maturing value or economic equivalence as One-Month LIBOR Based Loan under a Credit Facility, in or the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base LIBO Rate Loan under or that it will have the same Credit Facility volume or liquidity as if a valid Conversion Notice had been given did LIBO Rate prior to the Agent by the Borrower pursuant to the provisions hereofits discontinuance or unavailability. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at any time (i) the Agent determines (which determination shall be conclusive, conclusive absent manifest error) that: or the Required Financial Institutions notify the Agent that adequate and reasonable means do not exist for ascertaining the LIBO Rate (iincluding, without limitation, because the LIBO Rate is not available or published on a current basis) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (Aii) the applicable supervisor or for the administrator of LIBOR, the LIBO Rate or (B) a governmental authority Governmental Authority having jurisdiction over the Agent, Agent has made a public statement identifying a specific date after which LIBOR the LIBO Rate shall no longer be used for determining interest rates for loans loans, or (either such date, iii) the administrator of the LIBO Rate has made a “Libor Discontinuation Date”public statement identifying a specific date after which LIBO Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent Agent, the Servicer and the Borrower Seller shall negotiate in good faith endeavor to select establish an alternate rate and make adjustments to the applicable margins (collectively, the “Replacement Rate”) to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a replacement index rate of interest for LIBOR syndicated loans in the United States at such time, and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index reflect such alternate rate of interest, spread adjustments to applicable margins and such other related amendments changes to this Agreement as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interestapplicable. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document14.1, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless Agreement so long as the Agent receivesshall not have received, on or before such within five (5) Business Days of the date and timenotice of the Replacement Rate is provided to the Managing Agents, a written notice from the Majority Lenders Required Financial Institutions stating that such Lenders Required Financial Institutions object to such amendment. . Until the Replacement Rate is determined (c) Selection but, in the case of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made circumstances described in Canada at such time, and clause (ii) transitioning existing loans from LIBOR-based interest rates or (iii) of the first sentence of this Section 4.7, only to loans bearing interest calculated with the extent the LIBO Rate for such Accrual Period is not available or published at such time on a current basis), (x) any Purchaser Interest funded by reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective LIBO Rate shall, as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the Accrual Period applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered thereto, begin to be funded by reference to the Agent in respect thereof)Prime Rate, and (y) if a Purchase Notice requests that any Purchaser Interest be funded by reference to the LIBO Rate, such maturing LIBOR Based Loan Purchaser Interest shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given funded by reference to the Agent by the Borrower pursuant to the provisions hereof. (e) Prime Rate. Notwithstanding anything else herein, any other provision definition of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR Replacement Rate shall provide that in no event shall such Replacement Rate be less than zero, it shall be deemed to be zero for the purposes of this Agreement. To the Agreementextent the Replacement Rate is approved by the Agent in connection with this clause, the Replacement Rate shall be applied in a manner consistent with market practice; provided, that, in each case, to the extent such market practice is not administratively feasible for the Agent, the Replacement Rate shall be applied as otherwise reasonably determined by the Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Purchasers). (fd) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) Section 5.1 of the definition thereof.Receivables Purchase Agreement is hereby amended by restating clause (p) thereof in its entirety as follows:

LIBOR Replacement. (a) If at Notwithstanding anything to the contrary in this Agreement or any time other Loan Documents, if the Agent determines (which determination shall be conclusive, conclusive absent manifest error), or the Lenders notify the Agent (with a copy to the Borrower) that the Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining the circumstances Eurodollar Base Rate for any requested Interest Period, including, without limitation, because the Eurodollar Base Rate as determined by the method described in Section 8.3 have arisen the definition of “Eurodollar Base Rate” is not available or published on a current basis and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either ; or (Aii) the applicable supervisor or for the administrator of LIBOR, LIBOR or (B) a governmental authority having jurisdiction over the Agent, Agent has made a public statement identifying a specific date after which LIBOR or the Eurodollar Base Rate shall no longer be made available, or used for determining the interest rates for rate of loans (either such specific date, a the “Libor Discontinuation Scheduled Unavailability Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then then, after such determination by the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid or receipt by the Borrower under this Agreement based on the replacement index rate Agent of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) abovesuch notice, as applicable, the Agent and the Borrower shall enter into an amendment to may amend this Agreement that gives effect to replace LIBOR and the Eurodollar Base Rate with an alternate benchmark rate (including any mathematical or other adjustments to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the discretion United States in lieu of the Agent LIBOR (any such proposed rate, a “LIBOR Successor Rate”, which, if less than zero, shall be deemed to be zero for the implementation and administration purposes of U.S. Dollar loans bearing interest calculated this Agreement), together with reference to the replacement index rate of interest. Notwithstanding any proposed LIBOR Successor Rate Conforming Changes and, notwithstanding anything to the contrary in this Agreement (including Section 17.17) or 10.1, any other Document, such amendment shall become effective at 5:00 p.m. (Calgary New York time) on the fifth Banking Business Day after a copy of the Agent shall have posted such proposed amendment is provided to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Required Lenders object to do not accept such amendment. (cb) Selection of If no LIBOR Successor Rate has been determined and the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred, the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended (to the extent of the affected Eurodollar Rate Advances or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Eurodollar Rate Borrowing of, conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances in the amount specified therein. LIBOR Successor Rate Conforming Changes: With respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining a rate rates and making payments of interest applicable and other administrative matters as may be appropriate, in the discretion of the Agent, to newly originated U.S. Dollar loans made reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Agent in Canada at such timea manner substantially consistent with market practice (or, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interest. (d) Until an amendment reflecting the transition to a new reference index rate of interest becomes effective as contemplated by this Section, each Notice of Borrowing, Notice of Conversion or Notice of Rollover with respect to a LIBOR Based Loan shall continue to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following adoption of any portion of such market practice is not administratively feasible or that no market practice for the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion administration of such LIBOR Based Loan on the last day Successor Rate exists, in such other manner of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to administration as the Agent determines in respect thereofconsultation with the Borrower), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at any time the replacement index rate of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement. (f) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

LIBOR Replacement. (a) If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that: (i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement. (b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement Agreement: (including Section 17.17a) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the USD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month USD LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of the USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is the LIBOR Rate, the Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other Documentparty to this Agreement. If the Benchmark Replacement is Daily Simple SOFR, such amendment shall become effective all interest payments will be payable on a monthly basis. (b) Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then current Benchmark for all purposes hereunder in respect of any Benchmark setting at or after 5:00 p.m. (Calgary New York City time) on the fifth Banking (5th) Business Day after a copy the date notice of the amendment such Benchmark Replacement is provided to the Lenders and Borrower by the Liquidity Provider without any amendment to, or further action or consent of any other party to this Agreement, unless or further action or consent of the Agent receivesBorrower or any other Person, on or before so long as the Liquidity Provider has not received, by such date and time, a written notice of objection to such Benchmark Replacement from the Majority Lenders stating that such Lenders object to such amendmentBorrower. (c) Selection In connection with the implementation of a Benchmark Replacement, the Liquidity Provider will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of the replacement index rate of interest, spread adjustments, and all Borrower or any other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated U.S. Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference index rate of interestparty hereto. (d) Until an amendment reflecting The Liquidity Provider will promptly notify the transition Borrower and the Class B Trustee of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Liquidity Provider pursuant to a new reference index rate of interest becomes effective as contemplated by this SectionSection 2.11, each Notice of Borrowing, Notice of Conversion or Notice of Rollover including any determination with respect to a LIBOR Based Loan shall continue tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to bear interest calculated with reference to LIBOR; provided that if the Agent determines (which determination shall take or refrain from taking any action, will be conclusive, conclusive and binding absent manifest error) that a Libor Discontinuation Date has occurrederror and may be made in its sole discretion and without consent from the Borrower or any other party hereto, then following the Libor Discontinuation Dateexcept, until such time in each case, as an amending agreement adopting a new reference index rate of interest becomes effective as contemplated by expressly required pursuant to this Section: (i) any Notice of Borrowing requesting an Advance by way of, Notice of Conversion requesting a Conversion into, or Notice of Rollover requesting a Rollover of, LIBOR Based Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and (ii) in respect of a maturing LIBOR Based Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such LIBOR Based Loan on the last day of the applicable LIBOR Period into an Accommodation other than a LIBOR Based Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing LIBOR Based Loan shall be converted on the last day of the applicable LIBOR Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. (e) Notwithstanding any other provision of the Agreement, if at At any time (including in connection with the replacement index implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR), then the Liquidity Provider may remove any tenor of interest agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the purposes of the AgreementLiquidity Provider may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings. (f) For certainty, upon the occurrence of a Libor Discontinuation DateAs used in this Section 2.11, the U.S. Base Rate shall be determined without regard to subparagraph (c) of following terms have the definition thereof.following meanings: