Common use of Circumstances Making Bankers’ Acceptances Unavailable Clause in Contracts

Circumstances Making Bankers’ Acceptances Unavailable. If (i) the Agent determines in good faith, which determination shall be final, conclusive and binding upon the Borrower, and notifies the Borrower that, by reason of circumstances affecting the money market there is no market for Bankers’ Acceptances or the demand for Bankers’ Acceptances is insufficient to allow the sale or trading of the Bankers’ Acceptances created hereunder; or (ii) the Agent is advised by Lenders holding at least 35% of the Total Commitment by written notice that such Lenders have determined (acting reasonably and in good faith) that the Discount Rate shall not or does not accurately reflect the cost of funds of such Lenders or the discount rate which would be applicable to a sale of Bankers’ Acceptances accepted or purchased by such Lenders, then: (a) the right of the Borrower to request an Advance by means of Bankers’ Acceptances shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist and so notifies the Borrower; and (b) any notice of Advance or Rollover in respect of a Bankers’ Acceptance which is outstanding shall be cancelled and any outstanding notice of Conversion to convert a Prime Rate Advance into a Bankers’ Acceptance shall be cancelled and the request for an Advance or Rollover by means of Bankers’ Acceptance shall be deemed to be a request for an Advance of, or Rollover to, a Prime Rate Advance in the face amount of the requested Bankers’ Acceptance. The Agent shall promptly notify the Borrower of the suspension of the Borrower’s right to request an Advance by means of Bankers’ Acceptances and of the termination of any such suspension.

Circumstances Making Bankers’ Acceptances Unavailable. If (i) the Administrative Agent determines in good faith, which determination shall be final, conclusive and binding upon the Borrower, and notifies the Borrower that, by reason of circumstances affecting the money market there is no market for Bankers’ Acceptances or the demand for Bankers’ Acceptances is insufficient to allow the sale or trading of the Bankers’ Acceptances created hereunder; or (ii) the Agent is advised by Lenders holding at least 35% of the Total Commitment by written notice that such Lenders have determined (acting reasonably and in good faith) that the Discount Rate shall not or does not accurately reflect the cost of funds of such Lenders or the discount rate which would be applicable to a sale of Bankers’ Acceptances accepted or purchased by such Lenders, then: (a) the right of the Borrower to request an Advance by means of Bankers’ Acceptances shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the Borrower; and (b) any notice of Advance Drawdown or Rollover in respect of a Bankers’ Acceptance which is outstanding shall be cancelled and any outstanding notice of Conversion to convert a Prime Rate Advance Loan into a Bankers’ Acceptance shall be cancelled and the request for an Advance a Drawdown or Rollover by means of Bankers’ Acceptance shall be deemed to be a request for an Advance a Drawdown of, or Rollover to, a Prime Rate Advance Loan in the face amount of the requested Bankers’ Acceptance. The Administrative Agent shall promptly notify the Borrower of the suspension of the Borrower’s right to request an Advance a Drawdown by means of Bankers’ Acceptances and of the termination of any such suspension.

Circumstances Making Bankers’ Acceptances Unavailable. If (i) the Agent determines Majority Lenders determine in good faith, which determination shall be final, conclusive and binding upon the BorrowerBorrowers, and notifies the Borrower Borrowers that, by reason of circumstances affecting the money market there is no market for Bankers’ ' Acceptances or the demand for Bankers’ ' Acceptances is insufficient to allow the sale or trading of the Bankers’ ' Acceptances created hereunder; or (ii) the Agent is advised by Lenders holding at least 35% of the Total Commitment by written notice that such Lenders have determined (acting reasonably and in good faith) that the Discount Rate shall not or does not accurately reflect the cost of funds of such Lenders or the discount rate which would be applicable to a sale of Bankers’ Acceptances accepted or purchased by such Lenders, then: (a) the right of the each Borrower to request an Advance by means of Bankers’ ' Acceptances shall be suspended until the Agent determines Majority Lenders determine that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the BorrowerBorrowers; and (b) any notice of Advance Drawdown or Rollover in respect of a Bankers’ ' Acceptance which is outstanding shall be cancelled and any outstanding notice of Conversion to convert a Prime Rate Advance Loan into a Bankers’ ' Acceptance shall be cancelled and the request for an Advance a Drawdown or Rollover by means of Bankers’ ' Acceptance shall be deemed to be a request for an Advance a Drawdown of, or Rollover to, a Prime Rate Advance Loan in the face amount of the requested Bankers’ ' Acceptance. The Administrative Agent shall promptly notify the Borrower Borrowers of the suspension of the Borrower’s Borrowers' right to request an Advance a Drawdown by means of Bankers’ ' Acceptances and of the termination of any such suspension.

Circumstances Making Bankers’ Acceptances Unavailable. If (i) the Administrative Agent determines or the Required Lenders determine in good faith, which determination shall be final, conclusive and binding upon the Borrower, and the Administrative Agent notifies the Borrower that, by reason of circumstances affecting the money market there is no market for Bankers’ Acceptances or the demand for Bankers’ Acceptances is insufficient to allow the sale or trading of the Bankers’ Acceptances created hereunder; or (ii) the Agent is advised by Lenders holding at least 35% of the Total Commitment by written notice that such Lenders have determined (acting reasonably and in good faith) that the Discount Rate shall not or does not accurately reflect the cost of funds of such Lenders or the discount rate which would be applicable to a sale of Bankers’ Acceptances accepted or purchased by such Lenders, then: (ai) the right of the Borrower to request an Advance by means the acceptance and purchase of Bankers’ Acceptances shall be suspended until the Administrative Agent determines or the Required Lenders determine that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the Borrower; and (bii) any notice Notice or Borrowing or Notice of Advance or Rollover Rollover/Conversion in respect of a Bankers’ Acceptance Acceptances which is are outstanding shall be cancelled and any outstanding such notice shall (at the option of Conversion to convert a Prime Rate Advance into a Bankers’ Acceptance shall be cancelled and the request for an Advance or Rollover by means of Bankers’ Acceptance shall Borrower) be deemed to be a request for an Advance of, a Borrowing of or Rollover to, a conversion to Canadian Prime Rate Advance Loans in principal amount equal to the face amount BA Discount Proceeds that would have been payable in respect of the requested Bankers’ AcceptanceAcceptances. The Administrative Agent shall promptly notify the Borrower of the suspension of the Borrower’s right to request an Advance by means acceptance and purchase of Bankers’ Acceptances and of the termination of any such suspension.

Circumstances Making Bankers’ Acceptances Unavailable. If (i) the Agent determines Majority Lenders determine in good faith, which determination shall be final, conclusive and binding upon the BorrowerBorrowers, and notifies the Borrower Borrowers that, by reason of circumstances affecting the money market there is no market for Bankers’ Acceptances or the demand for Bankers’ Acceptances is insufficient to allow the sale or trading of the Bankers’ Acceptances created hereunder; or (ii) the Agent is advised by Lenders holding at least 35% of the Total Commitment by written notice that such Lenders have determined (acting reasonably and in good faith) that the Discount Rate shall not or does not accurately reflect the cost of funds of such Lenders or the discount rate which would be applicable to a sale of Bankers’ Acceptances accepted or purchased by such Lenders, then: (a) the right of the each Borrower to request an Advance by means of Bankers’ Acceptances shall be suspended until the Agent determines Majority Lenders determine that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the BorrowerBorrowers; and (b) any notice of Advance Drawdown or Rollover in respect of a Bankers’ Acceptance which is outstanding shall be cancelled and any outstanding notice of Conversion to convert a Prime Rate Advance Loan into a Bankers’ Acceptance shall be cancelled and the request for an Advance a Drawdown or Rollover by means of Bankers’ Acceptance shall be deemed to be a request for an Advance a Drawdown of, or Rollover to, a Prime Rate Advance Loan in the face amount of the requested Bankers’ Acceptance. The Administrative Agent shall promptly notify the Borrower Borrowers of the suspension of the Borrower’s Borrowers’ right to request an Advance a Drawdown by means of Bankers’ Acceptances and of the termination of any such suspension.

Circumstances Making Bankers’ Acceptances Unavailable. If (i) If, with respect to any proposed Drawing, the Agent determines in good faith, which determination shall be final, conclusive and binding upon the Borrower, and notifies the Borrower that, by reason of faith that circumstances affecting the money market there markets at the time any related Notice of Drawing is delivered or is outstanding will result in no market for Bankers’ Acceptances or the demand for Bankers’ Acceptances is insufficient to allow the sale or trading of the Bankers’ Acceptances to be created hereunder; in connection with such Drawing or (ii) the Agent is advised by Lenders holding at least 35% of the Total Commitment by written notice that an insufficient demand for such Lenders have determined (acting reasonably and in good faith) that the Discount Rate shall not or does not accurately reflect the cost of funds of such Lenders or the discount rate which would be applicable to a sale of Bankers’ Acceptances accepted to allow the Lenders creating such Bankers’ Acceptances to sell or trade the Bankers’ Acceptances to be created and purchased or discounted by them hereunder in connection with such Drawing, then, upon notice to the applicable Borrower and the Lenders, then: (aA) the Notice of Drawing with respect to such proposed Drawing shall be cancelled and the Drawing requested therein shall not be made and (B) the right of the Borrower Borrowers to request an Advance by means of Bankers’ Acceptances a Drawing shall be suspended until the Agent determines shall notify the Company that the circumstances causing such suspension no longer exist and so notifies exist. In the Borrower; and (b) case of any notice of Advance or Rollover in respect such cancellation of a Bankers’ Acceptance which is outstanding Notice of Drawing, unless the applicable Borrower shall be cancelled and give written notice to the contrary to the Agent, the cancellation of any outstanding notice such Notice of Conversion to convert a Prime Rate Advance into a Bankers’ Acceptance shall be cancelled and the request for an Advance or Rollover by means of Bankers’ Acceptance Drawing shall be deemed to be the giving by the such Borrower of a request Notice of Borrowing for an Advance of, or Rollover to, a Advances consisting of Prime Rate Advance Advances in an aggregate principal amount equal to the face amount aggregate Face Amount of such proposed Drawing and the requested Bankers’ AcceptanceLenders shall, subject to the terms and conditions hereof applicable to the making of Advances, make such Advances available to the applicable Borrower, if practicable, on the same Business Day, and otherwise on the next Business Day. The Agent shall agrees that it will, as promptly as practicable, notify the Company and the applicable Borrower of the suspension of the Borrower’s right to request an Advance by means unavailability of Bankers’ Acceptances and and, if applicable, of the termination date and the amount of each Prime Rate Advance to be made or actually made in accordance with the immediately preceding sentence. (ii) Upon the occurrence and during the continuance of any such suspensionDefault, the obligation of the Lenders to purchase and/or accept Bankers’ Acceptances shall be suspended.

Circumstances Making Bankers’ Acceptances Unavailable. If If, (iA) the Agent determines in good faith, which determination shall be final, conclusive and binding upon the Borrower, and notifies the Borrower that, by reason of circumstances affecting the money market generally, as determined in good faith by the Administrative Agent acting reasonably and in respect of which the Administrative Agent shall have given notice to the Lux Borrower of the occurrence and particulars thereof, there is no market for Bankers’ Acceptances or Revolving Facility Lenders cannot readily sell bankers’ acceptances or perform their obligations under the demand for BankersCredit Agreement with respect to bankers’ Acceptances is insufficient to allow the sale or trading of the Bankers’ Acceptances created hereunder; acceptances or (iiB) the Administrative Agent is advised by the Majority Lenders holding at least 35% of the Total Commitment by written notice under a Revolving Facility that such Lenders have determined (acting reasonably and in good faith) that the Discount Rate shall CDOR will not or does not accurately reflect the cost of funds of such Lenders or the discount rate which would be applicable to a sale of Bankers’ Acceptances B/A Instruments accepted or purchased by such Lenderslenders, then: then (ai) the right of the Borrower Lux BorrowerBorrowers to request an Advance by means of a Bankers’ Acceptances Acceptance Loan shall be suspended until the Agent determines that the circumstances causing such a suspension no longer exist and so notifies the Borrower; and exist, (bii) any notice of Advance applicable Borrowing Request or Rollover in respect of a Bankers’ Acceptance Interest Election Request which is outstanding shall be cancelled and any outstanding notice of Conversion to convert a Prime Rate Advance into a Bankers’ Acceptance shall either: (x) be cancelled and the request for an Advance or Rollover by means of requested Bankers’ Acceptance Loan shall not be deemed to be made or (y) the Administrative Agent may, acting reasonably and taking into account any circumstances then affecting the Revolving Facility Lenders and the availability of Loans, at the direction of the Luxapplicable Borrower, deem the aforementioned Borrowing Request or Interest Election Request (as applicable) a request Borrowing Request or Interest Election Request (as applicable) for an Advance of, or Rollover to, a Canadian Prime Rate Advance in the face amount of the requested Bankers’ Acceptance. The Agent shall promptly notify the Borrower of the suspension of the Borrower’s right to request an Advance by means of Bankers’ Acceptances and of the termination of any such suspensionLoans.

Circumstances Making Bankers’ Acceptances Unavailable. If (i) the Administrative Agent determines in good faith, which determination shall be final, conclusive and binding upon the Borrower, and notifies the Borrower that, by reason of circumstances affecting the money market there is no market for for, or a material adverse change has occurred in respect of the market for, Bankers’ Acceptances or the demand for Bankers’ Acceptances is insufficient to allow the sale or trading of the Bankers’ Acceptances created hereunder; , or (ii) that for any reason adequate and fair means do not exist of ascertaining the Agent is advised by Lenders holding at least 35% of the Total Commitment by written notice that such Lenders have determined (acting reasonably and in good faith) CDOR Rate applicable to any Bankers’ Acceptances, or that the Discount CDOR Rate shall not or does not accurately adequately and fairly reflect the effective cost of funds of such Lenders or the discount rate which would be applicable to making, funding and maintaining a sale of Bankers’ Acceptances accepted or purchased by such LendersAcceptance, then: (a) the right of the Borrower to request an Advance by means of Bankers’ Acceptances shall be and remain suspended until the Administrative Agent determines determines, and notifies the Borrower, that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the Borrower; and (b) any notice of Advance Drawdown or Rollover in respect of a Bankers’ Acceptance which is outstanding shall be cancelled and any outstanding notice of Conversion to convert a Prime Rate Advance Loan into a Bankers’ Acceptance which is outstanding shall be cancelled and the request for an Advance a Drawdown or Rollover by means of Bankers’ Acceptance shall be deemed to be a request for an Advance a Drawdown of, or Rollover Conversion to, a Prime Rate Advance Loan in the face amount of the requested Bankers’ Acceptance. The Administrative Agent shall promptly notify the Borrower of the suspension of the Borrower’s right to request an Advance by means of Bankers’ Acceptances and of the termination of any such suspension.