Common use of Major Disruption Clause in Contracts

Major Disruption. (a) If (i) the Administrative Agent makes a determination (acting reasonably and in good faith), which determination shall, absent clearly demonstrable error, be conclusive and binding upon the Borrowers, and notifies the Borrower Representative, that there no longer exists an active market for Banker’s Acceptances accepted by the Lenders; (ii) the Required Lenders advise the Administrative Agent who in turn advises the Borrower Representative that for any reason after the Closing Date affecting the market for Banker’s Acceptances, adequate and fair means do not exist for the Lenders to readily sell Banker’s Acceptances or perform their obligations under this Agreement with respect to Banker’s Acceptances; or (iii) the Administrative Agent is advised by the Required Lenders by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably and in good faith) that the BA Rate 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 Banker’s Acceptances accepted by such Lenders in the market; then: (iv) the right of the Borrowers to request Banker’s Acceptances or BA Equivalent Notes from any Lender shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower Representative and the Lenders; (v) any outstanding Notice of Borrowing requesting a Borrowing by way of Banker’s Acceptances or BA Equivalent Notes shall be deemed to be a Notice of Borrowing requesting a Borrowing by way of Prime Rate Loans in the amount specified in the original Notice of Borrowing; (vi) any outstanding Notice of Conversion or Continuation requesting a conversion of a Borrowing by way of Banker’s Acceptances or BA Equivalent Notes shall be deemed to be a Notice of Conversion or Continuation requesting a conversion of such Borrowings into a Borrowing by way of Prime Rate Loans; and (vii) any outstanding Notice of Conversion or Continuation requesting a rollover of a Borrowing by way of Banker’s Acceptances or BA Equivalent Notes, shall be deemed to be a Notice of Conversion or Continuation requesting a conversion of such Borrowings into a Borrowing by way of Prime Rate Loans. (b) The Administrative Agent shall promptly notify the Borrower Representative and the Lenders of any suspension of the Borrowers’ right to request Borrowings by way of Banker’s Acceptances or BA Equivalent Notes and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Administrative Agent if received prior to 2:00 p.m. (Toronto time) on a Business Day and if not, then on the next following Business Day, except in connection with an outstanding Notice of Borrowing, Notice of Conversion or Continuation, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such outstanding Notice of Borrowing or Notice of Conversion or Continuation if received by the Administrative Agent prior to 2:00 p.m. (Toronto time) two (2) Business Days prior to the proposed date of Borrowing, date of conversion or date of rollover (as applicable) applicable to such outstanding Notice of Borrowing or Notice of Conversion or Continuation, as applicable.

Major Disruption. (a) If (i) the Administrative Agent makes a determination (acting reasonably and in good faith), which determination shall, absent clearly demonstrable error, be conclusive and binding upon the Borrowers, and notifies the Borrower Representative, that there no longer exists an active market for Banker’s 's Acceptances accepted by the Lenders; (ii) the Required Lenders advise the Administrative Agent who in turn advises the Borrower Representative that for any reason after the Closing Date affecting the market for Banker’s 's Acceptances, adequate and fair means do not exist for the Lenders to readily sell Banker’s 's Acceptances or perform their obligations under this Agreement with respect to Banker’s 's Acceptances; or (iii) the Administrative Agent is advised by the Required Lenders by written notice (each, a “"Lender BA Suspension Notice”") that such Lenders have determined (acting reasonably and in good faith) that the BA Rate 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 Banker’s 's Acceptances accepted by such Lenders in the market; then: (iv) the right of the Borrowers to request Banker’s Xxxxxx's Acceptances or BA Equivalent Notes from any Lender shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower Representative and the Lenders; (v) any outstanding Notice of Borrowing requesting a Borrowing by way of Banker’s 's Acceptances or BA Equivalent Notes shall be deemed to be a Notice of Borrowing requesting a Borrowing by way of Prime Rate Loans in the amount specified in the original Notice of Borrowing; (vi) any outstanding Notice of Conversion or Continuation requesting a conversion of a Borrowing by way of Banker’s 's Acceptances or BA Equivalent Notes shall be deemed to be a Notice of Conversion or Continuation requesting a conversion of such Borrowings into a Borrowing by way of Prime Rate Loans; and (vii) any outstanding Notice of Conversion or Continuation requesting a rollover of a Borrowing by way of Banker’s 's Acceptances or BA Equivalent Notes, shall be deemed to be a Notice of Conversion or Continuation requesting a conversion of such Borrowings into a Borrowing by way of Prime Rate Loans. (b) The Administrative Agent shall promptly notify the Borrower Representative and the Lenders of any suspension of the Borrowers’ ' right to request Borrowings by way of Banker’s 's Acceptances or BA Equivalent Notes and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Administrative Agent if received prior to 2:00 p.m. (Toronto time) on a Business Day and if not, then on the next following Business Day, except in connection with an outstanding Notice of Borrowing, Notice of Conversion or Continuation, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such outstanding Notice of Borrowing or Notice of Conversion or Continuation if received by the Administrative Agent prior to 2:00 p.m. (Toronto time) two (2) Business Days prior to the proposed date of Borrowing, date of conversion or date of rollover (as applicable) applicable to such outstanding Notice of Borrowing or Notice of Conversion or Continuation, as applicable.

Major Disruption. If: (a) If the Agent (iacting reasonably) the Administrative Agent makes a determination (acting reasonably and in good faith)determination, which determination shall, absent clearly demonstrable error, shall be conclusive and binding upon the BorrowersBorrower, and notifies the Borrower RepresentativeBorrower, that there no longer exists an active market for Banker’s Bankers' Acceptances accepted by the Revolving Lenders; (iib) the Required Majority Revolving Lenders advise the Administrative Agent who in turn advises the Borrower Representative that for any reason after the Closing Date affecting the a market for Banker’s Acceptances, adequate and fair means do Bankers’ Acceptances does not exist at any time or that the Revolving Lenders cannot for the Lenders to other reasons, after reasonable efforts, readily sell Banker’s Bankers’ Acceptances or perform their obligations under this Agreement with respect to Banker’s Bankers’ Acceptances; or; (iiic) the Administrative Agent is advised by Revolving Lenders holding at least 25% of the Required Commitments of all Revolving Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Revolving Lenders have determined (acting reasonably and in good faith) that the BA Discount Rate will not or does not accurately reflect the cost of funds of such Revolving Lenders or the discount rate which would be applicable to a sale of Banker’s Bankers’ Acceptances accepted by such Revolving Lenders in the market; then: (ivi) the right of the Borrowers Borrower to request Banker’s Bankers’ Acceptances or BA Equivalent Notes from any Revolving Lender shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower Representative and the Revolving Lenders; (vii) any outstanding Drawdown Notice of Borrowing requesting a Borrowing an Advance by way of Banker’s Bankers’ Acceptances or BA Equivalent Notes shall be deemed to be a Drawdown Notice of Borrowing requesting a Borrowing an Advance by way of Prime Rate Loans Advances in the amount specified in the original Notice of BorrowingDrawdown Notice; (viiii) any outstanding Conversion Notice of Conversion or Continuation requesting a conversion of a Borrowing an Advance by way of Banker’s Bankers’ Acceptances or BA Equivalent Notes shall be deemed to be a Conversion Notice of Conversion or Continuation requesting a conversion of such Borrowings Advances into a Borrowing an Advance by way of Prime Rate LoansAdvances; and (viiiv) any outstanding Rollover Notice of Conversion or Continuation requesting a rollover of a Borrowing an Advance by way of Banker’s Bankers’ Acceptances or BA Equivalent Notes, shall be deemed to be a Conversion Notice of Conversion or Continuation requesting a conversion of such Borrowings Advances into a Borrowing an Advance by way of Prime Rate Loans. (b) Advances. The Administrative Agent shall promptly notify the Borrower Representative and the Revolving Lenders of any suspension of the Borrowers’ Borrower’s right to request Borrowings Advances by way of Banker’s Bankers’ Acceptances or BA Equivalent Notes and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Administrative Agent if received prior to 2:00 p.m. (Toronto time) on a Business Day and if not, then on the next following Business Day, except in connection with an outstanding Drawdown Notice, Conversion Notice of Borrowing, Notice of Conversion or ContinuationRollover Notice, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such outstanding Drawdown Notice, Conversion Notice of Borrowing or Rollover Notice of Conversion or Continuation if received by the Administrative Agent prior to 2:00 p.m. (Toronto time) two (2) 2 Business Days prior to the proposed date of BorrowingAdvance, date of conversion or date of rollover (as applicable) applicable to such outstanding Drawdown Notice, Conversion Notice of Borrowing or Notice of Conversion or ContinuationRollover Notice, as applicable.